SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 June 25, 2025

David J. Sailer
Executive Vice President and Chief Financial Officer
Clear Channel Outdoor Holdings, Inc.
4830 North Loop 1604 West, Suite 111
San Antonio, TX 78249

 Re: Clear Channel Outdoor Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-32663
Dear David J. Sailer:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 Document June 12, 2025 Via EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Valeria Franks Suying Li   Re: Clear Channel Outdoor Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Response dated May 20, 2025 File No. 001-32663 Ladies and Gentlemen: Set forth below is the response of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission by letter dated May 30, 2025 with respect to the Company’s response letter dated May 20, 2025, which provided responses to the Staff’s comment letter dated May 6, 2025 related to the Company’s Annual Report on Form 10-K filed on February 24, 2025 (the “Form 10-K”) and Item 2.02 Form 8-K filed on May 1, 2025. For your convenience, the response is prefaced by the exact text of the Staff’s comment in bold, italicized text below. Form 10-K for Fiscal Year Ended December 31, 2024 Consolidated Financial Statements Consolidated Statements of Loss, page 49 1. We read your response to prior comment 1. We note on page 65 you disclose revenue from leases of $499.6 million, $675.5 million, and $672.7 million for fiscal years 2024, 2023, and 2022, respectively. Please present revenues and direct operating expenses associated with services, leasing activities, and tangible products separately on the face of your consolidated statement of loss, if they present more than 10% of total revenues in any period presented. Revenues for items that represent less than 10% of total revenues may be aggregated with revenues for other items that also represent less than 10% of total revenues. Direct operating expenses should be combined in the same manner as the related revenues. Refer to Rules 5-03.1 and 5-03.2 of Regulation S-X. Response : The Company acknowledges the Staff’s comment and appreciates the opportunity to clarify the nature of its revenue and financial statement presentation. Integrated Out-of-Home Advertising Model The Company derives substantially all its revenue from a single, integrated out-of-home advertising business. The Company delivers advertising through display structures it owns or operates, along with providing related creative, production and installation services. The Company does not operate a separate leasing business; rather, all customer arrangements reflect a unified advertising solution executed by the Company’s vertically-integrated teams. The delivery model, contract economics and customer experience are uniform across the Company’s business and its customers. 1 Presentation Consistent with the Objectives of Rule 5-03 of Regulation S-X The Company understands that Rule 5-03 of Regulation S-X (“Rule 5-03”) seeks the disaggregation of revenue across economically distinct activities. As disclosed in Note 2 (page 58) and Note 5 (page 65) of the Form 10-K, certain customer contracts are accounted for as operating leases under Accounting Standards Codification (“ASC”) 842, and others under ASC 606. While revenue accounted for under ASC 842 exceeds 10% of the Company’s total revenue, the Company believes separate income statement presentation would not advance the objectives of Rule 5-03 because, as noted above, the Company’s revenue arises from a single, integrated advertising operation, not from economically distinct activities. Separating revenue that is recognized as a lease for accounting purposes but that is not a distinct economic activity could mislead investors by suggesting a fragmented business model that does not reflect the economic reality of the Company’s operations. There is virtually no difference in the operating margins and cash flows for an advertising sales contract recognized under ASC 606 versus ASC 842, as the pattern of recognition of revenues and expenses is substantively the same, as discussed in the section below. As more fully explained below, the Company believes its current presentation aligns with the economic substance of its business and how management views and operates the Company. It also supports comparability for investors, as it is consistent with the income statement presentation used by other companies in the Company’s industry. Revenue Classification Reflects Accounting Criteria, Not Operational Substance As previously noted, certain customer sales contracts are accounted for as operating leases under ASC 842, and others under ASC 606. This distinction arises solely from the technical accounting criteria of these standards. ASC 842 requires accounting for certain of the Company’s contracts as a lease because, in such cases, the customer has the enforceable right to change the ad copy installed on a specified physical display structure throughout the contract term; ASC 842 views this right as a right to control the advertising display, and thus as a lease. Arrangements that do not meet the definition of a lease, namely because the customer does not have the right to request a change of the ad copy, are accounted for under ASC 606. Operationally and economically, there is no difference in how the Company delivers services under these contracts. The same assets and service teams support both types of contracts, and revenue for the same physical display can be recognized under ASC 842 for one customer contract and under ASC 606 for another, possibly even in the same month. The act of installing ad copy at the beginning of the contract term or throughout the contract term is performed by the same personnel, using the same materials, and is completed in the same physical manner, without regard to the distinction between ASC 606 and ASC 842. Furthermore, the timing and pattern of revenue recognition under ASC 606 and ASC 842 are substantively the same, as revenue for display services is recognized on a straight-line basis over the contract term under both standards. No Operational Basis for Separate Presentation of Revenue or Expense All aspects of the Company’s advertising operations, including real estate, sales, installation, maintenance and creative services, are managed by integrated teams without regard to whether a customer contract is accounted for under ASC 606 or ASC 842. The Company’s sales personnel are compensated using the same commission structure, regardless of the frequency of installation of ad copy on a display. Furthermore, the Company’s rent expense owed to third-party owners of the real estate for the Company’s display locations is based on the location; it is unaffected by whether the customer contract is accounted for under ASC 606 or ASC 842. Additionally, the Company does not distinguish between revenue accounted for under ASC 606 or ASC 842 in its earnings calls or in its discussions with investors, or for internal management reporting purposes, as the Company does not consider these to represent different revenue streams. The Company does not manage, allocate resources or assess performance separately based on revenue classification, and accordingly, it does not separately track direct operating expenses on that basis. 2 Under Rule 5-03.2 of Regulation S-X, direct operating expenses must be presented in a manner consistent with revenue categories. The Company’s operating expenses are not managed or tracked by ASC 606 and ASC 842 classification because the Company operates a single integrated advertising business and does not manage the business and its associated costs based on this distinction in the accounting literature. Separately presenting revenue and the corresponding expenses on that basis would require an allocation of certain expenses that is neither reflective of how the Company’s business operates, nor is it practicable, and could mislead investors by suggesting distinct leasing and service businesses where none exist. Clear and Transparent Footnote Disclosure As required by ASC 842 and ASC 606, the Company provides clear disclosure of revenue recognized under each such standard in the footnotes to its financial statements (see Note 5). The Company believes these disclosures meet the informational objectives of Rule 5-03, while avoiding investor confusion that might result from disaggregation on the face of the income statement. Conclusion The Company respectfully submits that it derives nearly all its revenue from advertising services constituting a single economic activity, and its current income statement presentation of revenue and direct operating expenses on an aggregated basis, whether classified under ASC 606 or ASC 842, most faithfully reflects its unified business model and management approach. Separate presentation would, in the Company’s view, misrepresent the economic substance of the Company’s operations, would not provide meaningful insight for investors and could mislead users of the financial statements. The Company believes its footnote disclosures provide sufficient transparency and context for evaluating the portion of revenue recognized under ASC 842. In response to the Staff’s comment, to further clarify, the Company proposes to add the following disclosure to the revenue recognition accounting policy set forth in Note 2 to its financial statements in its future Form 10-K filings: Although certain revenue transactions are accounted for in accordance with ASC 842 and others under ASC 606, revenue is presented on an aggregate basis on the Consolidated Statements of Income (Loss), as nearly all revenue is derived from advertising services, and the timing and pattern of revenue recognition are substantively the same under both standards. The Company remains committed to transparent and comprehensive disclosure and welcomes further engagement with the Staff to ensure its reporting continues to meet both regulatory requirements and investor needs. *    *    *    * The Company hopes that the foregoing has been responsive to the Staff’s comment. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (210) 874-2722 or by e-mail at jasondilger@clearchannel.com. Sincerely, /s/ Jason A. Dilger Jason A. Dilger Senior Vice President and Chief Accounting Officer 3

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<TEXT>
 May 30, 2025

David J. Sailer
Executive Vice President and Chief Financial Officer
Clear Channel Outdoor Holdings, Inc.
4830 North Loop 1604 West, Suite 111
San Antonio, TX 78249

 Re: Clear Channel Outdoor Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Response dated May 20, 2025
 File No. 001-32663
Dear David J. Sailer:

 We have reviewed your May 20, 2025 response to our comment letter and
have the
following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our May 6,
2025 letter.

Form 10-K for Fiscal Year Ended December 31, 2024
Consolidated Financial Statements
Consolidated Statements of Loss, page 49

1. We read your response to prior comment 1. We note on page 65 you
disclose revenue
 from leases of $499.6 million, $675.5 million, and $672.7 million for
fiscal years
 2024, 2023, and 2022, respectively. Please present revenues and direct
operating
 expenses associated with services, leasing activities, and tangible
products separately
 on the face of your consolidated statement of loss, if they present more
than 10% of
 total revenues in any period presented. Revenues for items that
represent less than
 10% of total revenues may be aggregated with revenues for other items
that also
 represent less than 10% of total revenues. Direct operating expenses
should be
 combined in the same manner as the related revenues. Refer to Rules
5-03.1 and 5-
 03.2 of Regulation S-X.
 May 30, 2025
Page 2

 Please contact Valeria Franks at 202-551-7705 or Suying Li at
202-551-3335 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 Document May 20, 2025 Via EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Valeria Franks Suying Li   Re: Clear Channel Outdoor Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Item 2.02 Form 8-K filed May 1, 2025 File No. 001-32663 Ladies and Gentlemen: Set forth below is the response of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission by letter dated May 6, 2025 with respect to the Company’s Annual Report on Form 10-K filed on February 24, 2025 (the “Form 10-K”) and Item 2.02 Form 8-K filed on May 1, 2025. For your convenience, each response is prefaced by the exact text of each of the Staff’s comments in bold, italicized text below. Form 10-K for Fiscal Year Ended December 31, 2024 Consolidated Statements of Loss, page 49 1. Please tell us your consideration of separately presenting revenue and direct operating expenses associated with tangible products, services and leasing activities, if they represent more than 10% of total revenue in any period presented. Revenue for items that represents less than 10% of total revenue may be aggregated with revenue for other items that also represents less than 10% of total revenue. Direct operating expenses should be combined in the same manner as the related revenue. Refer to Rules 5-03.1 and 5-03.2 of Regulation S-X. Response : The Company has considered the separate presentation of revenue required by Rules 5-03.1 and 5-03.2 of Regulation S-X and informs the Staff that the Company believes that its current aggregated presentation for revenue and direct operating expenses is appropriate based on the following considerations: • The Company derives nearly all of its revenue from the provision of services, specifically providing out-of-home advertising solutions on displays that the Company owns or operates, including related creative and operational services, such as advertisement design, printing and installation. • In addition, the Company sells one tangible product: the printed advertising copy (often produced on vinyl or polyethylene material), which is provided exclusively as part of the Company’s creative and operational services noted above and which represents a very small portion of the Company’s consolidated revenue. The Company also generates non-advertising revenue that comprises yet a smaller portion of its consolidated revenue. 1 For each of the years ended December 31, 2024, 2023 and 2022, revenue from tangible products (i.e., advertising copy) and non-advertising revenue represented, in the aggregate, less than 5% of the Company’s consolidated revenue. Accordingly, the Company has not disaggregated such revenue from revenue derived from services. As the Company presents revenue on an aggregate basis, the Company also presents direct operating expenses on the same basis in accordance with Rule 5-03.2 of Regulation S-X. As a result, the Company believes that its presentation of revenue on the consolidated statements of loss complies with the requirements of Rules 5-03.1 and 5-03.2 of Regulation S-X. Note 3 - Dispositions and Discontinued Operations Discontinued Operations, page 60 2. Please tell us your consideration of disclosing the total operating and investing cash flows, the depreciation and amortization, and significant operating and investing noncash items of the discontinued operation for the periods in which the results of operations of the discontinued operation are presented in the statement where net income is reported. Refer to ASC 205-20-50-5B(c). Response : The Company has considered the disclosure requirements under ASC 205-20-50-5B(c), which allow for the presentation of either: 1. total operating and investing cash flows of the discontinued operation; or 2. depreciation, amortization, capital expenditures, and significant operating and investing noncash items of the discontinued operation. In accordance with ASC 205-20-50-5B(c), the Company elected to disclose the information outlined in paragraph (2) above. These disclosures are included in Note 3 to the Company’s audited consolidated financial statements starting on page 62 of the Form 10-K, as outlined below: • Depreciation and amortization : Presented as a separate line item within the table in the “Loss from Discontinued Operations” section of Note 3. • Capital expenditures : Presented in the “Capital Expenditures of Discontinued Operations” section of Note 3. • Significant operating noncash items : In addition to depreciation and amortization, the Company presents impairment charges and losses on classification as held for sale or disposal, net, as separate line items within the table in the “Loss from Discontinued Operations” section of Note 3. Further, while not significant, loss on extinguishment of debt and debt modification expense are disclosed in footnote (4) to that table. The Company did not identify any other significant noncash operating items for the periods presented. • Significant investing noncash items : Similarly, the Company did not identify any significant investing noncash items related to discontinued operations for the periods presented. However, accrued but unpaid capital expenditures are disclosed in the “Capital Expenditures of Discontinued Operations” section of Note 3. As a result, the Company believes its disclosures comply with the requirements of ASC 205-20-50-5B(c)(2). 2 Item 2.02 Form 8-K filed May 1, 2025 Adjusted EBITDA, page 5 3. Your presentation of total segments adjusted EBITDA on page 5 appears to be a non-GAAP measure and should be reconciled to its most directly comparable GAAP measure. However, once reconciled it would appear such measure may include adjustments that are inconsistent with the applicable non-GAAP guidance. In this regard, adjusting for corporate expenses appears to present a non-GAAP measure that excludes normal, recurring, cash operating expenses. Therefore, please revise to remove this measure from your earnings releases. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Questions 104.04 and 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Response : The Company acknowledges the Staff’s comment and informs the Staff that the Company will remove the measure of Total Segment Adjusted EBITDA in its future Form 8-K filings. *    *    *    * We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (210) 874-2722 or by e-mail at jasondilger@clearchannel.com. Sincerely, /s/ Jason A. Dilger Jason A. Dilger Senior Vice President and Chief Accounting Officer 3

<DOCUMENT>
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<TEXT>
 May 6, 2025

David J. Sailer
Executive Vice President and Chief Financial Officer
Clear Channel Outdoor Holdings, Inc.
4830 North Loop 1604 West, Suite 111
San Antonio, TX 78249

 Re: Clear Channel Outdoor Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Item 2.02 Form 8-K filed May 1, 2025
 File No. 001-32663
Dear David J. Sailer:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Consolidated Statements of Loss, page 49

1. Please tell us your consideration of separately presenting revenue and
direct operating
 expenses associated with tangible products, services and leasing
activities, if they
 represent more than 10% of total revenue in any period presented.
Revenue for items
 that represents less than 10% of total revenue may be aggregated with
revenue for
 other items that also represents less than 10% of total revenue. Direct
operating
 expenses should be combined in the same manner as the related revenue.
Refer to
 Rules 5-03.1 and 5-03.2 of Regulation S-X.
 May 6, 2025
Page 2

Note 3 - Dispositions and Discontinued Operations
Discontinued Operations, page 60

2. Please tell us your consideration of disclosing the total operating and
investing cash
 flows, the depreciation and amortization, and significant operating and
investing
 noncash items of the discontinued operation for the periods in which the
results of
 operations of the discontinued operation are presented in the statement
where net
 income is reported. Refer to ASC 205-20-50-5B(c).
Item 2.02 Form 8-K filed May 1, 2025
Adjusted EBITDA, page 5

3. Your presentation of total segments adjusted EBITDA on page 5 appears to
be a non-
 GAAP measure and should be reconciled to its most directly comparable
GAAP
 measure. However, once reconciled it would appear such measure may
include
 adjustments that are inconsistent with the applicable non-GAAP guidance.
In this
 regard, adjusting for corporate expenses appears to present a non-GAAP
measure that
 excludes normal, recurring, cash operating expenses. Therefore, please
revise to
 remove this measure from your earnings releases. Refer to Item
10(e)(1)(i)(B) of
 Regulation S-K and Questions 104.04 and 100.01 of the Non-GAAP Financial
 Measures Compliance and Disclosure Interpretations.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Valeria Franks at 202-551-7705 or Suying Li at
202-551-3335 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
September 25, 2020
Brian Coleman
Chief Financial Officer
Clear Channel Outdoor Holdings, Inc.
4830 North Loop 1604 West, Suite 111
San Antonio, TX 78249
Re:Clear Channel Outdoor Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 27, 2020
File No. 001-32663
Dear Mr. Coleman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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 September 17, 2020

Via EDGAR Submission

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
 Suying Li

 Rufus Decker

Re:
 Clear Channel Outdoor Holdings, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2019

 Filed February 27, 2020

 File No. 001-32663

Ladies and Gentlemen:

 Set forth below is the
response of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), to the comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission by letter dated August 18, 2020 with respect to the Company’s Annual Report on Form 10-K filed on February 27, 2020.

For your convenience, the response is prefaced by the exact text of the Staff’s comment in bold, italicized text.

Item 7.
 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Liquidity and Capital Resources

Cash Flows

 Operating Activities, page 39

1.
 Net loss as adjusted for non-cash and non-operating items appears to represent a non- GAAP measure. Please either remove this subtotal or provide the disclosures required by Item 10(e) of Regulation S-K.

 Response:

In future filings, starting with the Company’s Quarterly Report on Form 10-Q for the quarter
ending September 30, 2020, the Company will not present the subtotal of net loss as adjusted for non-cash and non-operating items. In lieu of presenting this
subtotal, the Company intends to discuss any material changes in non-cash and non-recurring items that impact the reported cash flows from operations without similar
subtotals.

Item 8.
 Financial Statements and Supplementary Data

Consolidated Balance Sheets, page 52

2.
 Please tell us with quantification the significant components of accrued expenses as of each balance
sheet date. Also, separately disclose any components that exceed the thresholds of Rule 5-02.20 of Regulation S-X.

Response:

Significant components of accrued expenses as of December 31, 2019 and 2018 are set forth in the table below. Other is an accumulation of
individually insignificant accruals that do not meet the threshold of Rule 5-02.20 of Regulation S-X. In future filings, starting with the Company’s Quarterly
Report on Form 10-Q for the quarter ending September 30, 2020, the Company will include footnote disclosure detailing the components of accrued expenses that exceed 5% of total current liabilities
pursuant to Rule 5-02.20.

(In thousands)

December 31,
2019

December 31,
2018

 Employee related liabilities

$
171,463

$
157,160

 Rent

140,247

185,105

 Other

192,229

186,217

 Total accrued expenses

$
503,939

$
528,482

 Consolidated Statements of Cash Flows, page 55

3.
 Please revise the change in other operating assets and liabilities, net line item to present changes in
assets separately from liabilities and further breakout any material components. Refer to ASC paragraphs 230-10-45-7 and 45-29.

 Response:

In future filings, starting with the Company’s Quarterly Report on Form 10-Q for the quarter
ending September 30, 2020, the Company will present changes in other operating assets separately from changes in other operating liabilities, and will break out non-cash lease expense and changes in
operating lease liabilities separately as discussed further in the response to Question 4 below. The remaining components of the balance sheet line items other assets and other long-term liabilities are presented in Note 13, Other Information, of
Item 8, Financial Statements and Supplementary Data, of the 2019 10-K, and we believe this presentation provides sufficient information regarding other components of the changes in other operating assets and
liabilities.

 2

4.
 Please tell us the amount of non-cash lease expense in each
period presented and clarify where this reconciling item is presented in arriving at net cash provided by operating activities. Also, present this non-cash lease expense as a separate reconciling item or tell
us how you determined that combining it with other amounts in the same reconciling item is appropriate. Refer to ASC
230-10-10-2.c., ASC
230-10-45-29 and ASC
842-20-50-2.

Response:

 Since
the adoption of ASC Topic 842, Leases, in 2019, the Company’s Consolidated Statements of Cash Flows has presented the change in the operating lease
right-of-use assets and operating lease liabilities as a net amount, which was $7.1 million within the line “changes in other operating assets and liabilities,
net.” Non-cash operating lease expense, which represents the change in our operating right-of-use assets due to operating
lease expense less operating lease liability accretion, for the year ended December 31, 2019 was $400.4 million. The change in operating lease liabilities due to lease payments less operating lease liability accretion was
$407.5 million. The net amount of these figures, representing the difference between operating lease expense and cash payments, was $7.1 million, which was not considered material for separate presentation. In future filings, starting with
the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2020, the Company will present changes in assets separate from liabilities, including presenting non-cash operating lease expense as a separate reconciling item and separately presenting the changes in operating lease liabilities in the Consolidated Statements of Cash Flows. This change will not affect the
amount of net cash provided by operating activities for any of the periods presented.

 The Company adopted ASC Topic 842, Leases, on
a modified retrospective basis as of January 1, 2019, using the optional transition method provided by ASU 2018-11. Operating lease
right-of-use assets and operating lease liabilities were not recognized on the balance sheet under ASC Topic 840, Leases. As a result, the Company did not
separately present the non-cash operating lease expense reconciling item described above for the years ended December 31, 2018 and 2017. The Company’s straight-line lease adjustment, defined as the
difference between cash payments and straight-line operating lease expense, for the year ended December 31, 2018 was $3.6 million and was not material for separate presentation within the Company’s Consolidated Statements of Cash
Flows. The Company included the amount within changes in operating assets and liabilities.

*    *    *    *

 3

 We hope that the foregoing has been responsive to the Staff’s comments. Should you have
any questions relating to any of the foregoing, please feel free to contact the undersigned at (210) 874-2722.

Sincerely,

/s/ Jason A. Dilger

 Jason A. Dilger

 Chief Accounting
Officer

 4

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CORRESP

300 North LaSalle

Chicago, Illinois 60654

Elisabeth M. Martin

United States

To Call Writer Directly:

+1 312 862 3055

+1 312 862 2000

Facsimile:

www.kirkland.com

+1 312 862 2200

elisabeth.martin@kirkland.com

 September 9, 2020

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Suying Li

 Rufus Decker

Re:
 Clear Channel Outdoor Holdings, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2019

 Filed February 27, 2020

 File No. 001-32663

Dear Ms. Li:

 On behalf of our client,
Clear Channel Outdoor Holdings, Inc. (the “Company”), this letter confirms my telephone conversation with you on September 9, 2020 regarding the Company’s request for an extension of time to respond to the comment letter dated
August 18, 2020 from the Staff of the Division of Corporation Finance.

 As discussed, the Company requires additional time to prepare
its response and currently expects to respond on or about Thursday, September 17, 2020. The Company appreciates this extension.

 If
you have any questions, please do not hesitate to contact me at (312) 404-1796.

Sincerely,

/s/ Elisabeth M. Martin

Elisabeth M. Martin

Beijing

Boston

Dallas

Hong Kong

Houston

London

Los Angeles

Munich

New York

Palo Alto

Paris

San Francisco

Shanghai

Washington, D.C.

United States securities and exchange commission logo
August 18, 2020
Brian Coleman
Chief Financial Officer
Clear Channel Outdoor Holdings, Inc.
4830 North Loop 1604 West, Suite 111
San Antonio, TX 78249
Re:Clear Channel Outdoor Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 27, 2020
File No. 001-32663
Dear Mr. Coleman:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 39
1.Net loss as adjusted for non-cash and non-operating items appears to represent a non-
GAAP measure.  Please either remove this subtotal or provide the disclosures required by
Item 10(e) of Regulation S-K.
Item 8. Financial Statements and Supplementary Data
Consolidated Balance Sheets, page 52
2.Please tell us with quantification the significant components of accrued expenses as of
each balance sheet date.  Also, separately disclose any components that exceed the

 FirstName LastNameBrian Coleman
 Comapany NameClear Channel Outdoor Holdings, Inc.
 August 18, 2020 Page 2
 FirstName LastName
Brian Coleman
Clear Channel Outdoor Holdings, Inc.
August 18, 2020
Page 2
thresholds of Rule 5-02.20 of Regulation S-X.
Consolidated Statements of Cash Flows, page 55
3.Please revise the change in other operating assets and liabilities, net line item to present
changes in assets separately from liabilities and further breakout any material
components.  Refer to ASC paragraphs 230-10-45-7 and 45-29.
4.Please tell us the amount of non-cash lease expense in each period presented and clarify
where this reconciling item is presented in arriving at net cash provided by operating
activities.  Also, present this non-cash lease expense as a separate reconciling item or tell
us how you determined that combining it with other amounts in the same reconciling item
is appropriate.  Refer to ASC 230-10-10-2.c., ASC 230-10-45-29 and ASC 842-20-50-2.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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 Clear Channel Outdoor Holdings, Inc.

Clear Channel Worldwide Holdings, Inc.

4830 North Loop 1604W, Suite 111

San Antonio, Texas 78249

April 3, 2020

 Via EDGAR Submission

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Clear Channel Outdoor Holdings, Inc.

 Clear Channel Worldwide Holdings, Inc.

 Registration Statement on Form S-4

 Initially Filed February 28, 2020

 CIK No. 0001334978

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”) hereby requests acceleration of the effective date of its Registration
Statement on Form S-4 (the “Registration Statement”), File No. 333-236790, to 3:00 P.M., Eastern Time, on April 7, 2020, or as soon thereafter as
practicable.

 Please contact James S. Rowe, at (312) 862-2191, or Elisabeth M. Martin, (312) 404-1796, of Kirkland & Ellis LLP, special counsel to the Company as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

/s/ Brian D. Coleman

 Brian D. Coleman

 Chief Financial Officer and Treasurer

March 5, 2020
C. William Eccleshare
Cheif Executive Officer
Clear Channel Outdoor Holdings, Inc.
4830 North Loop 1604W, Suite 111
San Antonio, Texas 78249
Re:Clear Channel Outdoor Holdings, Inc.
Registration Statement on Form S-4
Filed February 28, 2020
File No. 333-236790
Dear Mr. Eccleshare:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Scott Anderegg, Staff Attorney at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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 Clear Channel Outdoor Holdings, Inc.

4830 North Loop 1604W, Suite 111

San Antonio, Texas 78249

July 15, 2019

 Via EDGAR Submission

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Clear Channel Outdoor Holdings, Inc.

 Registration Statement on Form S-3

 Filed July 2, 2019

 CIK No. 0001334978

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of its Registration
Statement on Form S-3 (the “Registration Statement”), File No. 333-232517, to 4:00 P.M., Eastern Time, on July 17, 2019, or as soon thereafter as
practicable.

 Please contact James S. Rowe, at (312) 862-2191, or Elisabeth M. Martin, (312) 862-3055, of Kirkland & Ellis LLP, special counsel to the Company as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

 /s/ Brian D. Coleman

 Brian D. Coleman

 Chief Financial Officer

July 8, 2019
Lynn A. Feldman, Esq.
Executive Vice President and General Counsel
Clear Channel Outdoor Holdings, Inc.
99 Park Avenue, Second Floor
New York, New York 10016
Re:Clear Channel Outdoor Holdings, Inc.
Registration Statement on Form S-3
Filed on July 2, 2019
File no. 333-232517
Dear Ms. Feldman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       James S. Rowe

Mail Stop 3720

August 28, 2017

Richard J. Bressler
Chief Financial  Officer
Clear Channel Outdoor Holdings, Inc.
200 East Basse Road, Suite 100
San Antonio, Texas 78209

Re: Clear Channel Outdoor Holdings, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2016
Filed February 23, 2017
File No. 1 -32663

Dear Mr. Bressler :

We have comple ted our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 - Telecommunications

CORRESP
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CORRESP

 August 11, 2017

Via EDGAR Submission

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Charles Eastman

Terry French

Carlos Pacho

Re:
Clear Channel Outdoor Holdings, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 23, 2017

File No. 1-32663

 Ladies and Gentlemen:

Set forth below is the response of Clear Channel Outdoor Holdings,, Inc., a Delaware corporation (the “we,” “us” or
“our”), to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission by letter dated August 2, 2017 with respect to the Company’s
Annual Report on Form 10-K filed on February 23, 2017.

 For your convenience, the response is prefaced by the
exact text of the Staff’s comment in bold, italicized text.

 Notes to Consolidated Financial Statements

Note 11 – Segment Data, page 83

1.
We note in your discussion of operating results that you refer to specific countries and discuss their impact on operations. For example, in the discussion of your International Outdoor Results of Operations, on
page 35, you note that lower rent expense and revenues due to the non-renewal of a bus shelter contract in the United Kingdom was a driver for the decrease in direct operating expenses. Please tell us how you
considered the guidance in ASC 280-10-50-41(a) in determining whether to present geographic information by country in your
segment disclosures.

 Response:

The Company acknowledges the Staff’s comment, and includes below the guidance in ASC 280-10-50-41(a) for reference:

 50-41 A
public entity shall report the following geographic information unless it is impracticable to do so (see Example 3, Case D
[paragraph 280-10-55-51]):

1.    a. Revenues from external customers attributed to the public entity’s country of domicile and attributed
to all foreign countries in total from which the public entity derives revenues. If revenues from external customers attributed to an individual foreign country are material, those revenues shall be disclosed separately. A public entity shall
disclose the basis for attributing revenues from external customers to individual countries.

 The Company’s financial statements
included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Form 10-K”) include disclosure of revenues attributable to
the United States (the Company’s country of domicile), which represented 41% of the Company’s consolidated revenues for the year ended December 31, 2016, and revenue attributable to all foreign countries in total from which the
Company derives revenues as required by the guidance set forth above. In determining whether to present geographic information by individual foreign country in our segment disclosures, we considered the materiality of the revenues attributable to
each country in which we do business compared to the consolidated financial statements of the Company. Such consideration of materiality included assessing whether the presentation of revenues for any individual foreign country would impact the
decision making of a reader of the financial statements, and whether the exclusion of such information would prevent a reader from obtaining a reasonable understanding of the results of operations of the Company. For the years ended
December 31, 2015 and 2016, the individual foreign country with the highest revenue represented just 9% and 10%, respectively, of the Company’s consolidated revenues. Based on the size of the revenues attributable to any individual foreign
country, we did not consider the presentation of geographic information by individual country to be material to a reader of the financial statements, and, therefore, we did not separately disclose revenues attributable to individual foreign
countries in the segment disclosures in the financial statements included in the Form 10-K. We acknowledge that as a result of the sales of non-strategic outdoor markets
in the U.S. and the sales of the Turkey and Australia businesses during 2016, revenues attributable to foreign countries may represent a larger portion of the Company’s consolidated revenues in the Company’s consolidated financial
statements in future filings. We will continue to monitor revenues in all countries and will separately disclose in future Annual Reports on Form 10-K revenues attributable to any individual foreign country
for which revenues exceed 10% of the Company’s consolidated revenues or that is otherwise deemed to be material.

 We hope that the foregoing has been
responsive to the Staff’s comment. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (210) 822-2828.

 2

 Sincerely,

 /s/ Scott D. Hamilton

 Scott D. Hamilton

 Senior Vice President and Chief Accounting Officer

 3

Mail Stop 3720

August 2, 2017

Richard J. Bressler
Chief Financial  Officer
Clear Channel Outdoor Holdings, Inc.
200 East Basse Road, Suite 100
San Antonio, Texas 78209

Re: Clear Channel Outdoor Holdings, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2016
Filed February 23, 2017
File No. 1 -32663

Dear Mr. Bressler :

We have limited our review  of your filing  to the financial statements and related
disclosures  and have the following comment .  Please co mply with the following comment  in
future filings.  Confirm in writing that you will do so and explain to us how you intend to
comply.  In our comment , we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this comment  within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and cir cumstances, please tell us why in your response.

After reviewing  your response to this comment , we may have additional comments.

Notes to Consolidated Financial Statements

Note 11 – Segment Data, page 83

We note in your discussion of operating resu lts that you refer to specific countries and
discuss their impact on operations.  For example, in the discussion of your International
Outdoor R esults of Operations, on page 35 , you note that lower rent expense and
revenues due to the non -renewal of a bus shelter contract in the United Kingdom was a
driver for the decrease in direct operating expenses.  Please tell us how you considered
the guidance in ASC 280 -10-50-41(a) in determining whether to present geographic
information by country in your segment di sclosures.

Richard J. Bressler
Clear Channel Outdoor Holdings , Inc.
August 2, 2017
Page 2

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Charles Eastman, Senior Staff Accountant at (202) 551 -3794 or Terry
French, Accounting  Branch Chief, at (202) 551 -3828 or me at (202) 551 -3810 with any
questions.

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

Mail Stop 3720

July 13, 2016

Robert H. Walls, Jr.
Executive Vice President and General Counsel
Clear Channel Outdoor Holdings, Inc.
200 East Basse Road, Suite 100
San Antonio, Texas   78209

Re: Clear Channel Outdoor Holdings, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 201 5
Filed February 25, 2016
 File No. 1 -32663

Dear Mr. Walls :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any perso n under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terry French for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Lauren E. Dean
 Vice President, Associate General Counsel and Assistant Secretary

CORRESP
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 July 7, 2016

Via EDGAR Submission

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Christy Adams

Paul Fischer

Ivette Leon

Larry Spirgel

Re:
Clear Channel Outdoor Holdings, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Response Dated May 26, 2016

Form 8-K filed May 4, 2016

File No. 001-32663

 Ladies and Gentlemen:

Set forth below are the responses of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company,” “we,”
“us” or “our”), to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter
dated June 22, 2016, with respect to the Company’s Current Report on Form 8-K filed on May 4, 2016 (the “8-K”).

 For
your convenience, the responses are prefaced by the exact text of the Staff’s comments in bold, italicized text.

 Form 8-K Filed May 4, 2016

 Exhibit 99.1

1.
Your disclosure of OIBDAN in the introduction of and throughout your earnings release is inconsistent Question 102.10 of the updated Compliance and Disclosure Interpretations on Non-GAAP Financial Measures issued
on May 17, 2016. Please consider the above-mentioned Interpretations in their entirety when preparing the disclosures to be included in your next earnings release.

Response:

 The Company
acknowledges the Staff’s comment and will revise future earnings releases in accordance with Question 102.10 of the updated Compliance and Disclosure Interpretations on Non-GAAP Financial Measures issued on May 17, 2016 (the
“Interpretations”), and will consider the Interpretations in their entirety when preparing the disclosures to be included in its next earnings release, as follows:

1.
The Company will revise any headlines in future earnings releases that include OIBDAN to include operating income before OIBDAN. Operating income is the most directly comparable GAAP measure to OIBDAN.

2.
Each time the Company includes a descriptive characterization of OIBDAN, the Company will include an equally prominent descriptive characterization of operating income.

3.
The Company will add a presentation of operating income by segment to the presentation of GAAP measures by segment in the table on page 3 and will remove OIBDAN by segment from the table on page 3. Any non-GAAP measures
by segment, including OIBDAN by segment, will be presented in the following table on page 4.

4.
Throughout the earnings release, the Company will revise its presentation to ensure that each non-GAAP measure is preceded by the most directly comparable GAAP measure. If such revisions were included in Exhibit 99.1 of
the Company’s Form 8-K filed on May 4, 2016, the Company would, under the headings “Key Financial Highlights” and “First Quarter 2016 Results,” (i) move the discussion of changes in GAAP revenues before each
discussion of changes in revenues on an adjusted, non-GAAP basis, (ii) add a discussion of changes in operating income before each discussion of changes in OIBDAN and OIBDAN on an adjusted, non-GAAP basis and (iii) replace the discussion
of “operating expenses” with a discussion of direct operating and SG&A expenses, which will be the sum of direct operating expenses (excludes depreciation and amortization) and SG&A expenses (excludes depreciation and
amortization), which are presented as components of operating expenses in the Company’s Consolidated Statements of Comprehensive Income (Loss) in its Quarterly Report on Form 10-Q, and present it before a discussion of direct operating and
SG&A expenses on an adjusted, non-GAAP basis. The Company advises the Staff that it intends to continue to present certain measures, such as revenues, direct operating and SG&A expenses and OIBDAN, adjusted for the impact from movements in
foreign exchange and that, from time to time, it may make adjustments to exclude certain other items from the calculation of these measures, as appropriate to enhance the comparability of the Company’s underlying performance. In the event that
the Company makes adjustments for items that impact comparability in the future, the Company will include a discussion of changes in the most directly comparable GAAP measure before any discussion of the adjusted non-GAAP presentation.

2.
 We refer to your presentation labeled “Revenues, Operating Expenses and OIBDAN by Segment” on
page 3 and “Excluding Movements in Foreign Exchange” on page 4. We note that OIBDAN is not the measure of segment profit or loss used in meeting the disclosure requirements pursuant to ASC 280-10-50 in your annual and interim financial
statements. In addition, “operating expenses” excludes depreciation and

 2

amortization, sale-leaseback and other expenses. Therefore, Operating Expenses by Segments, Consolidated Operating Expenses, OIBDAN by Segments and Consolidated OIBDAN are non-GAAP
financial measures. Accordingly, it appears that your use of GAAP terminology for non-GAAP amounts and subtotals in this manner is not appropriate. Please revise to clearly label them as non-GAAP measures and comply with Item 10(e)(1)(i) of
Regulation S-K.

 Response:

The Company acknowledges the Staff’s comment and will revise future earnings releases to: (i) clearly label all consolidated non-GAAP
amounts and non-GAAP amounts by segment as non-GAAP measures without using GAAP terminology; (ii) reconcile all non-GAAP segment amounts to the most directly comparable GAAP segment amounts presented in the Company’s annual and interim
financial statements pursuant to ASC 280-10-50; and (iii) comply with Item 10(e)(1)(i) of Regulation S-K, as follows:

1.
The Company will eliminate the presentation of “operating expenses,” which excludes depreciation and amortization and other expenses, from the tables on pages 3 and 4 and replace it with a presentation of
direct operating and SG&A expenses, which will be the sum of direct operating expenses (excludes depreciation and amortization) and SG&A expenses (excludes depreciation and amortization), which are presented as components of operating
expenses in the Company’s Consolidated Statements of Comprehensive Income (Loss) in the Company’s Quarterly Report on Form 10-Q.

2.
Under the heading “Supplemental Disclosure Regarding Non-GAAP Financial Information,” the Company will add a discussion of the reasons management believes each non-GAAP measure is useful to investors for
evaluating the Company’s results of operations and, to the extent material, the additional purposes, if any, for which management uses the non-GAAP financial measures, as required by Item 10(e)(1)(i)(C) and (D) of Regulation S-K. To
the extent the following non-GAAP measures continue to be included in future earnings releases, the Company will include such a discussion for each measure: (i) revenues, direct operating and SG&A expenses and OIBDAN, in each case excluding
the effects of foreign exchange and (ii) revenues, direct operating and SG&A expenses and OIBDAN, in each case excluding the effects of foreign exchange and non-strategic outdoor markets sold. To the extent these additional non-GAAP
measures continue to be included in future earnings releases, the Company expects its future disclosures would be substantially in the following proposed form, with appropriate changes depending on the particular non-GAAP information included in
future earnings releases:

 “The other non-GAAP financial measures presented in the tables below are: (i) revenues,
direct operating and SG&A expenses and OIBDAN, each excluding the effects of foreign exchange rates; and (ii) revenues, direct operating and SG&A expenses and OIBDAN, each excluding the effects of foreign exchange rates and the results
of Americas outdoor markets sold.

 3

 The Company presents revenues, direct operating and SG&A expenses and OIBDAN, each excluding
the effects of foreign exchange rates, because management believes that viewing certain financial results without the impact of fluctuations in foreign currency rates facilitates period to period comparisons of business performance and provides
useful information to investors. A significant portion of the Company’s advertising operations are conducted in foreign markets, principally Europe, the U.K. and China, and management reviews the results from its foreign operations on a
constant dollar basis. Revenues, direct operating and SG&A expenses and OIBDAN, each excluding the effects of foreign exchange rates, are calculated by converting the current period’s amounts in local currency to U.S. dollars using average
foreign exchange rates for the prior period.

 In the first quarter of 2016, the Company sold nine non-strategic Americas outdoor markets.
The Company presents revenues, direct operating and SG&A expenses and OIBDAN, each excluding the effects of foreign exchange rates and the results of Americas outdoor markets sold, for the consolidated Company and the Americas outdoor segment,
in order to facilitate investors’ understanding of operational trends without the impact of fluctuations in foreign currency rates and without the results of the outdoor markets that were sold, as these results will not be included in the
Company’s results in future periods.

 Since these non-GAAP financial measures are not calculated in accordance with GAAP, they should
not be considered in isolation of, or as a substitute for, the most directly comparable GAAP financial measures as an indicator of operating performance.”

3.
The Company will revise each of the reconciliation tables under “Supplemental Disclosure Regarding Non-GAAP Financial Information” to reconcile each consolidated and segment non-GAAP financial measure to the
most directly comparable GAAP measure. For example, assuming the non-GAAP financial measures included in future earnings releases are consistent with those included in Exhibit 99.1 of the Company’s Form 8-K filed on May 4, 2016,
(i) OIBDAN will be reconciled to operating income, (ii) revenues excluding effects of foreign exchange will be reconciled to revenues, (iii) direct operating and SG&A expenses excluding effects of foreign exchange will be
reconciled to direct operating and SG&A expenses, (iv) OIBDAN excluding effects of foreign exchange will be reconciled to operating income and (v) Consolidated and Americas outdoor revenues, direct operating and SG&A expenses and
OIBDAN, in each case excluding the effects of foreign exchange and non-strategic outdoor markets sold, will be reconciled to Consolidated and Americas outdoor revenues, direct operating and SG&A expenses and operating income.

 4

 In addition, the Company intends to revise its definition of OIBDAN throughout the earnings release to eliminate
adjustments for the amortization of deferred system implementation costs. The Company will include an explanation of the reasons for the change between periods as required by Question 100.02 of the Interpretations. The Company does not believe that
this change is significant. However, in future filings the Company intends to reflect this change in the presentation of OIBDAN in current and prior comparable periods.

Finally, the Company acknowledges that: (a) the Company is responsible for the adequacy and accuracy of the disclosure in the filings; (b) Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and (c) the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

 We hope that the foregoing has been responsive to the Staff’s
comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (210) 822-2828.

Sincerely,

/s/ Scott D. Hamilton

Scott D. Hamilton

Senior Vice President and Chief Accounting Officer

 5

Mail Stop 3720

June 22, 2016

Robert H. Walls, Jr.
Executive Vice President and General Counsel
Clear Channel Outdoor Holdings, Inc.
200 East Basse Road, Suite 100
San Antonio, Texas   78209

Re: Clear Channel Outdoor Holdings, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 201 5
Response Dated May 26, 2016
Form 8 -K filed May 4, 2016
 File No. 1 -32663

Dear Mr. Walls :

We have reviewed your May 26, 2016  response to our comment letter  and related filings
and have the following comments.  Please comply with the following comments in future filings.
Confirm in writing that you will do so and explain to us how you intend to comply.

Please respond to the se comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After rev iewing your response to these comments, we  may have additional comments.

Robert H. Walls, Jr.
Clear Channel Outdoor Holdings, Inc.
June 22, 2016
Page 2

 Form 8 -K Filed May 4, 2016

Exhibit 99.1

1. Your disclosure of OIBDAN in the introduction of and throughout your earnings release
is inconsistent Question 102.10 of the updated Compliance and Disclosure Interpretations
on Non-GAAP Financial Measures issued on May 17, 2016.   Please consider the above -
mentioned Interpretations in their entirety when preparing the disclosures to be included
in your next earnings release.

2. We refer to your presentation labeled “Revenues, Operating Expenses and OIBDAN by
Segment ” on page 3 and “Excluding Movements in Fore ign Exchange” on page 4.  We
note that OIBDAN is not the measure of segment profit or loss used in meeting the
disclosure requirements pursuant to ASC 280 -10-50 in your annual and interim financial
statements .  In addition, “operating expenses” excludes depreciation and amortization,
sale-leaseback and other expense s.  Therefore, Operating Expenses by Segments,
Consolidated Operating Expenses, OIB DAN by Segments and Consolidated OIB DAN
are non -GAAP financial measures.  Accordingly,  it appears that your us e of GAAP
terminology for non -GAAP amounts and subtotals in this manner is not appropriate.
Please revise to clearly label them as non -GAAP  measures  and comply with Item
10(e)(1)(i) of Regulation S -K.

You may contact Christy Adams, Senior Staff Accountan t, at (202) 551 -3363  or Ivette
Leon, Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact Paul Fischer, Staff Attorney at
(202) 551 -3415  or me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Carlos Pacho for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Lauren E. Dean
 Vice President, Associate General Counsel and Assistant Secretary

CORRESP
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CORRESP

 May 26, 2016

Via EDGAR Submission

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Christy Adams

Ivette Leon

Paul Fischer

Terry French

Re:
Clear Channel Outdoor Holdings, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 25, 2016

File No. 001-32663

 Ladies and Gentlemen:

Set forth below are the responses of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company,” “we,”
“us” or “our”), to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter
dated May 16, 2016, with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2016 (the “10-Q”).

 For your convenience, the responses are prefaced by the exact text of the Staff’s comments in bold, italicized
text.

 Form 10-K for Fiscal Year Ended December 31, 2015

Notes to Consolidated Financial Statements

 Note 7.
Income Taxes, page 102

1.
Please disclose the U.S. income (loss) before income tax expense (benefit), pursuant to Rule 4-08(h)(i) of Regulation S-X.

Response:

 The Company
acknowledges the Staff’s comment and in future Form 10-K filings will further clarify the U.S. income (loss) before income tax expense (benefit) in the Income Tax footnote, with disclosure substantially as set forth below:

U.S. loss before income tax taxes was approximately $(XX.X) million, $(69.6) million and $(87.2) million for 2016, 2015 and 2014, respectively.
Foreign income before income taxes was approximately $XX.X million, $48.5 million and $95.5 million for 2016, 2015 and 2014, respectively.

2.
Please tell us the amount of undistributed earnings of foreign subsidiaries and how you complied with the disclosure requirements of ASC 740-30-50-2.

Response:

 The Company
respectfully refers the Staff to disclosures in Note 1 to the Consolidated Financial Statements on page 63 of our Form 10-K for the year ended December 31, 2015, where our disclosure indicates that the Company has accumulated deficits in
foreign earnings and profits.

 ASC 740-30-50-2 states that certain information shall be disclosed whenever a deferred tax liability is not
recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and joint ventures. As disclosed in Note 1 on page 63 of our 2015 Form 10-K, the Company is in a deferred tax asset position with
respect to its investment in foreign subsidiaries as a result of tax basis amounts being greater than financial reporting bases. The disclosures listed in ASC 740-30-50-2(a)-(d) are therefore not applicable to the Company. Nevertheless, the
Company did disclose in Note 1 that the determination of the amount of federal income taxes, if any, that might become due in the event that our foreign earnings are distributed is not practicable.

Finally, the Company acknowledges that: (a) the Company is responsible for the adequacy and accuracy of the disclosure in the filings; (b) Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and (c) the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

 We hope that the foregoing has been responsive to the Staff’s
comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (210) 822-2828.

Sincerely,

/s/ Robert H. Walls, Jr.

Robert H. Walls, Jr.

Executive Vice President and General Counsel

 2

Mail Stop 3720

May 16, 2016

Robert H. Walls, Jr.
Executive Vice President and General Counsel
Clear Channel Outdoor Holdings, Inc.
200 East Basse Road, Suite 100
San Antonio, Texas   78209

Re: Clear Channel Outdoor Holdings, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 201 5
Filed February 25, 2016
File No. 1 -32663

Dear Mr. Walls :

We have reviewed your filing and have the following comments.  Please comply with the
following  comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to these c omments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewi ng your response to these comments, we may have additional comments.

Note s to Consolidated  Financial  Statements

Note 7. Income Taxes, page 102

1. Please disclose the U.S. income (loss) before income tax expense (benefit), pursuant to
Rule 4 -08(h)(i) of Regulation S -X.

2. Please tell us the amount of undistributed earnings of foreign subsidiaries and how you
complied with the disclosure requirements of ASC 740 -30-50-2.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of

Robert H. Walls, Jr.
Clear Channel Outdoor Holdings, Inc.
May 16, 2016
Page 2

 1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Christy Adams, Senior Staff Accountant,  at (202)  551-3363  or Ivette
Leon, Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact Paul Fischer, Staff Attorney at
(202) 551 -3415  or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Terry French for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Lauren E. Dean
 Vice President, Associate General Counsel and Assistant Secretary

April  29, 201 3

Via e -mail:
Mr. Thomas W. Casey
Executive Vice President and Chief Financial Officer
Clear Channel Outdoor  Holdings, Inc.
200 East Basse Road
San Antonio, Texas  78209

Re: Clear Channel Outdoor  Holdings,  Inc.
Form 10-K for the Year Ended December  31, 201 2
Filed February  19, 201 3
  File No. 1-32663

Dear Mr. Casey :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

/s/ Terry French for

Larry Spirgel
Assistant Director

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    ccohcorrespondence.htm

April 25, 2013

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Mr. Larry Spirgel

Re:

Clear Channel Outdoor Holdings, Inc.

Form 10-K for the Year Ended December 31, 2012

Filed February 19, 2013

File No. 1-32663

Dear Mr. Spirgel:

This letter is in response to the Staff’s comments to the Company by its letter dated April 15, 2013 relating to the above-referenced Form 10-K.  Our responses are referenced to the applicable Staff comment and the paragraph numbering used for each response set forth below corresponds to the paragraph numbering used in the Staff’s comment letter.

Form 10-K for the Fiscal Year Ended December 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 28

Liquidity and Capital Resources, page 38

1.      Since your foreign operations are significant, please address the following in future filings:

●

Disclose the amount of foreign cash and cash equivalents as compared to your total amount of cash and cash equivalents as of year-end;

●

Quantify the amount of cash held in foreign countries where the funds are not readily convertible into other foreign currencies, including U.S. dollars. Please also explain the implications of any such restrictions upon your liquidity; and

●

Discuss the fact that if the foreign cash and cash equivalents are needed for your operations in the U.S., you would be required to accrue and pay U.S. taxes to repatriate these funds. Disclose if it is your intent is to permanently reinvest these foreign amounts outside the U.S. and whether your current plans do not demonstrate a need to repatriate the foreign amounts to fund your U.S. operations.

Refer to Item 303(a)(1) of Regulation S-K, SEC Release 33-8350 Section IV and Financial Reporting Codification 501.06.a.

As of December 31, 2012, we had $562 million of cash on our balance sheet including $359.4 million in cash held outside the U.S. by our subsidiaries, all of which is readily convertible into other foreign currencies including the U.S. dollar.  In our future filings, we will expand our disclosure to include comparable information regarding our cash held outside of the U.S.

We intend to include the following disclosure under the heading “Anticipated Cash Requirements” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Form 10-Q for the quarter ended March 31, 2013:

Securities and Exchange Commission

April 25, 2013

Page  2 of 4

Our primary source of liquidity is cash on hand, cash flow from operations and the revolving promissory note with Clear Channel Communications.  Based on our current and anticipated levels of operations and conditions in our markets, we believe that cash on hand, cash flows from operations and borrowing capacity under or repayment of amounts outstanding under the revolving promissory note with Clear Channel Communications will enable us to meet our working capital, capital expenditure, debt service and other funding requirements, including the debt service on the CCWH Senior Notes and the CCWH Subordinated Notes, for at least the next 12 months.  In addition, we were in compliance with the covenants contained in our material financing agreements as of March 31, 2013.  We believe our long-term plans, which include promoting outdoor media spending and capitalizing on our diverse geographic and product opportunities, including the continued deployment of digital displays, will enable us to continue generating cash flows from operations sufficient to meet our liquidity and funding requirements long term.  However, our anticipated results are subject to significant uncertainty and there can be no assurance that we will be able to maintain compliance with these covenants.  In addition, our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions. At March 31, 2013, we had $547.3 million of cash on our balance sheet, with $335.4 million in consolidated cash balances held outside the U.S. by our subsidiaries, all of which is readily convertible into other foreign currencies including the U.S. dollar.  We disclose in Item 8 of our Form 10-K within Note 1, Summary of Significant Accounting Policies, that our policy is to permanently reinvest the earnings of our non-U.S. subsidiaries as these earnings are generally redeployed in those jurisdictions for operating needs and continued functioning of their businesses.  We have the ability and intent to indefinitely reinvest the undistributed earnings of consolidated subsidiaries based outside of the United States.  If any excess cash held by our foreign subsidiaries were needed to fund operations in the United States, we could presently repatriate available funds without a requirement to accrue or pay U.S. taxes.   This is a result of significant current and historic deficits in our foreign earnings and profits, which gives us flexibility to make future cash distributions as non-taxable returns of capital.

2.

Please reconcile consolidated EBITDA as defined in your debt agreements to the most comparable GAAP liquidity measure, cash flows from operating activities.

In our future filings, we will reconcile EBITDA as defined in our debt agreements to cash flows from operating activities.

We intend to include the following disclosure under the heading “Sources of Capital—Clear Channel Worldwide Holdings Senior Notes” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Form 10-Q for the quarter ended March 31, 2013:

Consolidated leverage ratio, defined as total debt divided by EBITDA for the preceding four quarters was 6.3:1 at March 31, 2013, and senior leverage ratio, defined as senior debt divided by EBITDA for the preceding four quarters was 3.5:1 at March 31, 2013.  As required by the CCWH Senior Notes indentures, our EBITDA for the preceding four quarters of $788.9 million is calculated as operating income (loss) before depreciation, amortization, impairment charges and other operating income (expense), net, plus share-based compensation, and is further adjusted for the following: (i) costs incurred in connection with severance, the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities; (ii) extraordinary, non-recurring or unusual gains or losses or expenses; (iii) non-cash charges; and (iv) various other items.

The following table reflects a reconciliation of EBITDA to operating income and net cash provided by operating activities for the four quarters ended March 31, 2013:

Securities and Exchange Commission

April 25, 2013

Page 3 of 4

Four Quarters Ended

(In Millions)

March 31, 2013

EBITDA

$
788.9

Less adjustments to EBITDA:

Cost incurred in connection with severance, the closure and/or consolidation of facilities, retention charges, consulting fees, and other permitted activities

(49.2
)

Extraordinary, non-recurring or unusual gains or losses or expenses (as referenced in the definition of EBITDA in the CCWH Senior Notes indentures)

(41.8
)

Non-cash charges

(11.2
)

Other items

(7.8
)

Less: Depreciation and amortization, Impairment charges, Other operating income (expense), net, and Share-based compensation expense

(404.9
)

Operating income

274.0

Plus: Depreciation and amortization, Impairment charges, Other operating income (expense), net, and Share-based compensation expense

404.9

Less: Interest expense

(394.1
)

Plus: Interest income on Due from Clear Channel Communications

59.7

Less: Current income tax benefit

(68.1
)

Plus: Other income (expense), net

(0.8
)

Adjustments to reconcile consolidated net loss to net cash provided by operating activities (including Provision for doubtful accounts, Amortization of deferred financing charges and note discounts, net and Other reconciling items, net)

19.4

Change in assets and liabilities, net of assets acquired and liabilities assumed

(2.0
)

Net cash provided by operating activities

$
293.0

Note 7 – Commitments and Contingencies, page 97

3.

With regard to your Los Angeles Litigation, if there is at least a reasonable possibility that a loss exceeding amounts already recognized may have been incurred, in your next periodic filing, please either disclose an estimate (or, if true, state that the estimate is immaterial in lieu of providing quantified amounts) of the additional loss or range of loss, or state that such an estimate cannot be made. Please refer to ASC 450-20-50.

If you conclude that you cannot estimate the reasonably possible additional loss or range of loss, please supplementally: (1) explain to us the procedures you undertake on a quarterly basis to attempt to develop a range of reasonably possible loss for disclosure and (2) for each material matter, what specific factors are causing the inability to estimate and when you expect those factors to be alleviated. We recognize that there are a number of uncertainties and potential outcomes associated with loss contingencies. Nonetheless, an effort should be made to develop estimates for purposes of disclosure, including determining which of the potential outcomes are reasonably possible and what the reasonably possible range of losses would be for those reasonably possible outcomes.

You may provide your disclosures on an aggregated basis. Please include your proposed disclosures in your response.

With regard to the Los Angeles Litigation referenced in our Form 10-K, the plaintiff challenged the validity of a Stipulated Judgment that was entered into in November 2006 with respect to certain digital displays.  However, the plaintiff did not seek any monetary damages.  If the plaintiff makes a monetary demand, we will determine the likelihood of loss and, if appropriate, determine whether we can reasonably estimate the amount of such loss.

Securities and Exchange Commission

April 25, 2013

Page 4 of 4

*           *           *           *

In connection with responding to the Staff's comments, the Company acknowledges that:

●

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

●

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

●

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding these responses, please contact Scott Hamilton or Tom Casey at (210) 832-3700.

Very truly yours,

/s/ Scott D. Hamilton

Scott D. Hamilton

Senior Vice President, Chief Accounting Officer and Assistant Secretary

April  15, 201 3

Via e -mail:
Mr. Thomas W. Casey
Executive Vice President and Chief Financial Officer
Clear Channel Outdoor  Holdings, Inc.
200 East Basse Road
San Antonio, Texas  78209

Re: Clear Channel Outdoor  Holdings,  Inc.
Form 10-K for the Year Ended December  31, 201 2
Filed February  19, 201 3
  File No. 1-32663

Dear Mr. Casey :

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will  do so and explain to us how you intend to
comply.   In some of our comments, we may ask you to provide us with  information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 7.  Management’s Discussion and Analysis of Financial Condition an d Results of
Operations, page 28

Liquidity and Capital Resources, page 38

1. Since yo ur foreign operations are significant, please address the following in future
filings:

• Disclose the amount of foreign cash and cash equivalents as compared to your total
amount of cash and cash equivalents as of year -end;

Mr. Casey
Clear Channel Outdoor  Holdings, Inc.
April  15, 201 3
Page 2

 • Quantify the amount of cash held in foreign countries where the funds are not readily
convertible into other foreign currencies, including U.S. dollars. Please also explain
the implications of any such restrictions upon your liquidity; and
• Discuss the fact that if the foreign cash and cash equivalents are needed for your
operations in the U.S., you would be required to accrue and pay U.S. taxes to
repatriate these funds. Disclose if it is your intent is to permanently reinvest these
foreign amounts outside the U.S. and whether your curr ent plans do not demonstrate a
need to repatriate the foreign amounts to fund your U.S. operations.

Refer to Item 303(a)(1) of Regulation S -K, SEC Release 33 -8350 Section IV and
Financial Reporting Codification 501.06.a.

2. Please reconcile consolidated EBI TDA as defined in your debt agreements to the most
comparable GAAP liquidity measure, cash flows from operating activities.

Note 7 – Commitments and Contingencies, page 97

3. With regard to your Los Angeles Litigation, i f there is at least a reasonable poss ibility
that a loss exceeding amounts already  recognized may have been incurred, in your next
periodic filing, please either disclose  an estimate (or, if true, state that the estimate is
immaterial in lieu of providing  quantified amounts) of the additional  loss or range of loss,
or state that such an  estimate cannot be made. Please refer to ASC 450 -20-50.

If you conclude that you cannot estimate the reasonably possible additional loss or  range
of loss, please supplementally: (1) explain to us the procedure s you undertake  on a
quarterly basis to attempt to develop a range of reasonably possible loss for  disclosure
and (2) for each material matter, what specific factors are causing the  inability to estimate
and when you expect those factors to be alleviated. We recognize that there are a number
of uncertainties and potential outcomes associated  with loss contingencies. Nonetheless,
an effort should be made to develop estimates  for purposes of disclosure, including
determining which of the potential outcomes ar e reasonably possible and what the
reasonably possible range of losses would be for  those reasonably possible outcomes.

You may provide your disclosures on an aggregated basis.  Please include your
proposed disclosures in your response .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Casey
Clear Channel Outdoor  Holdings, Inc.
April  15, 201 3
Page 3

 In responding to our comments, please provide  a written statement from the com pany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Inessa Kessman , Senior Staff Accountant, at (202) 551 -3371 or Ivette
Leon, Assistant Chief Accountant , at (202) 551 -3351 if you have questions regarding comments
on the financial statements and related matters. Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director

August  21, 2012

Via e -mail:
Mr. Thomas W. Casey
Executive Vice President and Chief Financial Officer
Clear Channel Outdoor Holdings , Inc.
200 East Basse Road
San Antonio, Texas  78209

Re: Clear Channel Outdoor Holdings , Inc.
Form 10-K for Fiscal Year Ended  December  31, 201 1
Filed February 21 , 201 2
Form 10 -Q for Fiscal Quarter E nded March 31, 201 2
Filed May 4, 2012
  File No.  001-32663

Dear Mr. Casey :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as  a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the fi lings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Terry French for

Larry Spirgel
Assistant Director

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    ccohcorrespondence082012.htm

August 20, 2012

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:                      Mr. Larry Spirgel

Re:

Clear Channel Outdoor Holdings, Inc.

Form 10-K for Fiscal Year Ended December 31, 2011

Filed February 21, 2012

Form 10-Q for Fiscal Quarter Ended March 31, 2012

Filed May 4, 2012

File No. 001-32663

Dear Mr. Spirgel:

This letter is in response to the Staff’s comments to the Company by its letter dated July 26, 2012 relating to the above-referenced Form 10-K and Form 10-Q.  Our responses are referenced to the applicable Staff comment and the paragraph numbering used for each response set forth below corresponds to the paragraph numbering used in the Staff’s comment letter.

Form 10-K for the fiscal year ended December 31, 2011

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 31

Critical Accounting Estimates, page 53

Long-lived Assets, page 54

1.

Please consider expanding your critical accounting policies and estimates for long-lived assets by addressing the role this policy has in understanding the company’s results of operations. For example, on page 35 and 36 you mention accelerated depreciation and amortization related to the removal of various structures. Since long-lived asset depreciation and potential impairment is one of your significant critical accounting policies and estimates, expand your disclosure by analyzing to the extent possible factors such as:

·

How the company arrived at the estimate;

·

How accurate the estimate/assumption has been in the past;

·

Whether the estimate/assumption has changed or is reasonably likely to change in the future; and

·

Evaluate the sensitivity to change of critical accounting estimates.

Securities and Exchange Commission

August 20, 2012

Page 2 of 4

We also note that structures are approximately 39% of your total assets and you depreciate them over 5 – 40 years. Since structure depreciation is significant to your consolidated statement of income, please consider disclosing more detail regarding the depreciation period for each type of structure.

We appreciate the Staff’s comment and, in future Form 10-K filings, we will expand the disclosure of our critical accounting estimates regarding long-lived assets.

We intend to include the following proposed disclosure in the Critical Accounting Estimates section in Item 7 of our next Form 10-K:

Long-lived Assets

Long-lived assets, including structures and other property, plant and equipment and definite-lived intangibles, are reported at historical cost less accumulated depreciation.  We estimate the useful lives for various types of advertising structures and other long-lived assets based on our historical experience and our plans regarding how we intend to use those assets.  Advertising structures have different lives depending on their nature, with large format bulletins generally having longer depreciable lives and posters and other displays having shorter depreciable lives.  Street furniture and transit displays are depreciated over their estimated useful lives or appropriate contractual periods, whichever is shorter.  Our experience indicates that the estimated useful lives applied to our portfolio of assets have been reasonable, and we do not expect significant changes to the estimated useful lives of our long-lived assets in the future. When we determine that structures or other long-lived assets will be disposed of prior to the end of their useful lives, we estimate the revised useful lives and depreciate the assets over the revised period.  We also review long-lived assets for impairment when events and circumstances indicate that depreciable and amortizable long-lived assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.

We use various assumptions in determining the remaining useful lives of assets to be disposed of prior to the end of their useful lives and in determining the current fair market value of long-lived  assets that are determined to be unrecoverable.  Estimated useful lives and fair values are sensitive to factors including contractual commitments, regulatory requirements, future expected cash flows, industry growth rates and discount rates, as well as future salvage values. Our impairment loss calculations require management to apply judgment in estimating future cash flows, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows.

If actual results are not consistent with our assumptions and judgments used in estimating future cash flows and asset fair values, we may be exposed to future impairment losses that could be material to our results of operations.

Securities and Exchange Commission

August 20, 2012

Page 3 of 4

Form 10-Q for the Quarterly Period Ended March 31, 2012

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20

Liquidity and Capital Resources, page 24

2.

We note that during the first quarter you incurred an additional $2.2 billion in debt. In order to provide investors insight into your liquidity and cash requirement needs, please disclose how the incurrence of the new debt fits into your overall business and liquidity plan. In addition, please discuss in detail your long-term plans and ability to fund your working capital, capital expenditures, debt service and other funding requirements. Disclose your long term ability to meet your debt covenants. For additional guidance, refer to Item 303 of Regulation S-K as well as Part Four of the Commission’s Interpretive Release on Management’s Discussion and Analysis of Financial Condition and Results of Operation which is located on our website at: http://www.sec.gov/rules/interp/33-8350.htm.

We appreciate the Staff’s comment. As disclosed in the “Executive Summary” and “Clear Channel Worldwide Holdings Senior Subordinated Notes Issuance” sections of our Form 10-Q for the quarter ended March 31, 2012 (the “Form 10-Q”), during the first quarter of 2012 our subsidiary issued $2.2 billion of 7.625% Senior Subordinated Notes and we used the proceeds that we received from that debt issuance to pay a special cash dividend to all of our stockholders.  Our Form 10-Q discusses our primary sources of liquidity under the heading “Anticipated Cash Requirements.”

To provide investors with additional insight into our long-term plans, liquidity and cash needs and our ability to fund our debt service and other funding requirements, in our future filings we intend to revise the first paragraph of the “Anticipated Cash Requirements” section to specifically address how we believe our long-term plans will enable us to meet our funding requirements, as follows:

Our primary source of liquidity is cash on hand and cash flow from operations and the revolving promissory note with Clear Channel Communications.  Based on our current and anticipated levels of operations and conditions in our markets, we believe that cash on hand, cash flows from operations and borrowing capacity under or repayment of the revolving promissory note with Clear Channel Communications will enable us to meet our working capital, capital expenditure, debt service and other funding requirements, including the debt service on our senior notes and the Subordinated Notes, for at least the next 12 months.   In addition, we expect to be in compliance with the covenants governing our indebtedness in 2012.  We believe our long-term plans, which include promoting outdoor media spending and capitalizing on our diverse geographic and product opportunities, including the continued deployment of digital displays, will enable us to continue generating cash flows from operations sufficient to meet our liquidity and funding requirements long term.  However, our anticipated results are subject to significant uncertainty and there can be no assurance that we will be able to maintain compliance with these covenants.  In addition, our ability to comply with these covenants may be affected by events beyond our control, including economic, financial and industry conditions.

Securities and Exchange Commission

August 20, 2012

Page 4 of 4

*           *           *           *

In connection with responding to the Staff's comments, the Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding these responses, please contact Scott Hamilton or Tom Casey at (210) 832-3700.

Very truly yours,

/s/ Scott D. Hamilton

Scott D. Hamilton

Senior Vice President, Chief Accounting Officer and Assistant Secretary

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    ccohcorrespondence73112.htm

July 31, 2012

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:                      Mr. Larry Spirgel

Re:

Clear Channel Outdoor Holdings, Inc.

Form 10-K for Fiscal Year Ended December 31, 2011

Filed February 21, 2012

Form 10-Q for Fiscal Quarter Ended March 31, 2012

Filed May 4, 2012

File No. 001-32663

Dear Mr. Spirgel:

This letter is to confirm my July 31, 2012 communication with Inessa Kessman of the Staff of the Securities and Exchange Commission.   Clear Channel Outdoor Holdings, Inc. has received the letter, dated July 26, 2012, from the Staff and intends to submit its responses to that letter by August 23, 2012.

Very truly yours,

/s/ Scott D. Hamilton

Scott D. Hamilton

Senior Vice President, Chief Accounting Officer and Assistant Secretary

July 26,  2012

Via e -mail:
Mr. Thomas W. Casey
Executive Vice President and Chief Financial Officer
Clear Channel Outdoor Holdings , Inc.
200 East Basse Road
San Antonio, Texas  78209

Re: Clear Channel Outdoor Holdings , Inc.
Form 10-K for Fiscal Year Ended  December  31, 201 1
Filed February 21 , 201 2
Form 10 -Q for Fiscal Quarter E nded March 31, 201 2
Filed May 4, 2012
  File No.  001-32663

Dear Mr. Casey :

 We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  Please comply with the
following comments in future filings.  Confirm in writing that you will  do so and provide us with
your proposed disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the fiscal year ended December  31, 201 1

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 31

Critical Accounting Estimates, page 53

Long -lived Assets , page 54

1. Please consider expanding your critical accounting policies and estimates for long -lived
assets by a ddress ing the role this policy has in understanding the company’s results  of
operations .  For example , on page 35 and 36 you mention accelerated depreciation and

Mr. Casey
Clear Channel Outdoor Holdings, Inc.
July 26, 2012
Page 2

 amortization related to the removal of various structures.  Since long -lived asset
depreciation and potential impairment is one of your significant critical accounting
policies and estimates, expand your disclosure by analyzing to the extent possible factors
such as:
 How the company arrived at the estimate;
 How accurate the estimate/assu mption has been in the past;
 Whether the estimate/assumption  has changed or  is reasonably likely to change in
the future; and
 Evaluate the sensitivity to change of critical accounting estimates .

We also note that structures are approximately 39% of your total assets and you
depreciate them over 5 – 40 years.  Since structure depreciation is significant to your
consolidated statement of income, please consider disclosing more detail regarding the
depreciation period for each type of structure.

Form 10 -Q for the Quarterly Period Ended March 31, 2012

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 20

Liquidity and Capital Resources, page 24

2. We note that during the first quarter you incurred an additional $2.2 billion in debt.  In
order to provide investors insight into your liquidity and cash requirement needs, please
disclose how the incurrence of the new debt fits into your overall business an d liquidity
plan.  In addition, please discuss in detail your  long -term plans and ability to fund your
working capital, capital expenditures, debt service and other funding requirements.
Disclose your long term ability to meet your debt covenants.  For a dditional guidance,
refer to Item 303 of Regulation S -K as well  as Part Four of the Commission’s Interpretive
Release on Management’s Discussion and Analysis of Financial Condition and Results of
Operation which is located on our website at: http://www.sec .gov/rules/interp/33 -
8350.htm .

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes
the information the Securities Exchang e Act of 1934 and all applicable Exchange Act rules
require.   Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

Mr. Casey
Clear Channel Outdoor Holdings, Inc.
July 26, 2012
Page 3

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in respons e to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws  of the United States.

You may contact Inessa Kessman , Senior Staff Accountant, at (202) 551 -3371 or Terry
French, Accounting Branch Chief , at (202) 551 -3828  if you have questions regarding comments
on the financial statements and related matters. Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director

August 1, 2011
 Via E-mail

Mr. Thomas W. Casey Chief Financial Officer Clear Channel Outdoor Holdings, Inc. 200 East Basse Road San Antonio, Texas  78209
Re: Clear Channel Outdoor Holdings, Inc.
 Form 10-K
Filed February 14, 2011 File No. 001-32663

Dear Mr. Thomas W. Casey:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terry French for
   Larry Spirgel
Assistant Director

CORRESP
1
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    correspondence.htm

July 11, 2011

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:        Mr. Larry Spirgel

Re:          Clear Channel Outdoor Holdings, Inc.

Form 10-K for the year ended December 31, 2010

Filed February 14, 2011

Dear Mr. Spirgel:

This letter is in response to the Staff’s comments to the Company by its letter dated June 27, 2011 relating to the above-referenced Form 10-K.  Our responses are referenced to the applicable Staff comment and the paragraph numbering used for each response set forth below corresponds to the paragraph numbering used in the Staff’s comment letter.

Form 10-K for the fiscal year ended December 31, 2010

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 33

Results of Operations, page 36

1.

Please expand your discussion of results of operations in total and by segment to identify and discuss key performance indicators, including non-financial performance indicators that you use to manage the business and that would be material to investors.  Your discussion should include the increase or decline in revenue attributable to pricing and volume.  You should identify and disclose known trends, events, demands, commitments and uncertainties that are reasonably likely to have a material effect on financial condition or operating performance in the future.  For example, you should discuss the impact that digital media will have on your results of operations in the future.  Please refer to Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operation, Release Nos. 33-8350; 34-48960; FR-72 at: http://www.sec.gov/rules/interp/33-8350.htm. Please provide us with the proposed disclosures that you will include in your future filings.

Key performance indicators used to manage our business include average rates, yield, occupancy and inventory levels as disclosed on page 35 of the Form 10-K.    The Company will expand its disclosures of these key performance indicators in future filings to the extent material to an understanding of the Company's financial condition and operating performance.

The Company will expand its disclosure in total and by segment in future filings to include the increase or decline in revenue attributable to pricing and volume to the extent material.

Securities and Exchange Commission

July 11, 2011

Page 2 of 4

The Company’s advertising revenue is highly correlated to changes in GDP, both domestically and internationally.  The Company will add a discussion in its “Executive Summary” section of its MD&A of how GDP or other market or industry indicators have affected the results of operations and how the trend of such indicators might impact future results.

The continued deployment of digital billboards is a key strategy for our Americas business.  The Company disclosed on page 3 of its Form 10-K that it had deployed a total of 615 digital displays in 36 markets in the United States as of December 31, 2010.  The Company also discussed its digital billboard strategy and anticipated cash flow impact on page 51 of the Form 10-K.

The Company will disclose the number of digital displays deployed during the reporting period in the “Executive Summary” section of its MD&A to the extent such disclosure would provide readers with further insight into the volume driven increase in the Company’s digital display revenues during the reporting period.

The Company will also consider discussing expected future digital display deployments occurring after the period covered by the report if the deployments are reasonably likely to have a material effect on its future operating performance.

Notes to Consolidated Financial Statements, page 64

Note 7 – Commitments, Contingencies and Guarantees, page 80

2.

We note that you received final unfavorable rulings by the third administrative level for both L&C and Klimes.  We also note that you did not accrue any costs related to these claims based on your review of the law in similar cases in other Brazilian states.  Tell us in more detail how you concluded that at December 31, 2010, was not probable that you had incurred a liability with respect to these claims.  Also, disclose the range of reasonably possible loss.  If you conclude that you cannot estimate a range of reasonably possible losses on any of the matters, please disclose this fact in your next Form 10-Q in accordance with ASC 450.

Based on our understanding of the relevant law and legal precedents and the advice of multiple well-respected Brazilian law firms and value-added tax (“VAT”) experts, we concluded that at December 31, 2010 it was not probable that we had incurred a loss.  The bases for our conclusion are further described below.

In Brazil, after completing each step of the administrative tax court process, most taxpayers must proceed to the judicial courts in order to obtain final resolution. We have been advised that decisions in the administrative courts tend to defer more to the position of the state taxing authority than binding legal precedent or persuasive case law.  In fact, many of the judges in the administrative courts are appointed by the state taxing authority that is seeking to collect the tax.  Other similarly situated companies have won on appeal to the judicial courts after receiving unfavorable rulings from the administrative level.  For example, in a very similar case to the Company’s, a billboard company received an unfavorable ruling on  its challenge to the imposition of the telecommunications ICMS VAT in the administrative courts in the Brazilian state of Santa Catarina but then prevailed in 2009 when it appealed to the judicial courts.

Securities and Exchange Commission

July 11, 2011

Page 3 of 4

We have been advised by multiple well-respected law firms in Brazil, and we also reviewed cases from other Brazilian states and academic writings stating that the VAT should not apply to billboards.  We have been unable to locate any case law holding that the VAT should apply to billboards. In addition, the leading Brazilian scholar in the VAT area reviewed the cases and provided his expert opinion to the administrative courts that the VAT should not apply to Klimes or L&C.

Based on our understanding of the relevant law and legal precedents and the advice of multiple well-respected Brazilian law firms and VAT experts described above, we concluded that at December 31, 2010 it was not probable that we had incurred a loss.  Please note that information gathered subsequent to the filing of our Form 10-K further supports our position that a loss is not probable.

As we stated in the Form 10-K, as of December 31, 2010 (at an exchange rate of .58), the amounts allegedly owed (1) by L&C are approximately $9.3 million in taxes, approximately $18.6 million in penalties and approximately $25.8 million in interest and (2) by Klimes are approximately $10.5 million in taxes, approximately $5.2 million in penalties and approximately $16.1 million in interest.  Interest will continue to accrue at variable rates during the appeal process until the matter is resolved.

Accordingly, the maximum loss as of December 31, 2010 was $85.5 million.  If the judicial courts rule that the VAT does not apply, the businesses will pay nothing.  Consequently, the range of reasonably possible loss at December 31, 2010 is from zero to $85.5 million, and the maximum loss that could ultimately be paid depends on the timing of resolution and applicable future interest rates.  Such disclosures will be included in our future filings.

Note 13 – Segment Date, page 92

3.

Please disclose all information as required by ASC 280-10-50-41, including deferred tax assets located in the public entity’s country of domicile and located in all foreign countries.  Also if revenue and assets in an individual foreign country are material, those revenues and assets should be disclosed separately.

The Company will disclose, in future filings, all information required by ASC 280-10-50-41 as well as revenue and assets in an individual foreign country to the extent material.

Note 14 – Quarterly Results of Operations, page 94

4.

Please disclose the reason(s) for material differences in net income between quarterly periods presented.

The Company will disclose the reason(s) for material differences in net income between quarterly periods presented in future filings.

*           *           *           *

Securities and Exchange Commission

July 11, 2011

Page 4 of 4

In connection with responding to the Staff's comments, the Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding these responses, please contact Scott Hamilton or Tom Casey at (210) 822-2828.

 Very truly yours,

/s/  Scott D. Hamilton

       Scott D. Hamilton

       Senior Vice President and Chief Accounting Officer

June 27, 2011
 Via E-mail

Mr. Thomas W. Casey Clear Channel Outdoor Holdings, Inc. 200 East Basse Road San Antonio, Texas  78209
Re: Clear Channel Outdoor Holdings, Inc.
 Form 10-K
Filed February 14, 2011 File No. 005-81186

Dear Mr. Thomas W. Casey:
 We have reviewed your filing and have the fo llowing comments.  Please comply with the
following comments in future filings.  Confirm in  writing that you will do so and explain to us
how you intend to comply.  In some of our co mments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the fiscal year ended December 31, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 33
 Results of Operations, page 36

1. Please expand your discussion of results of ope rations in total and by segment to identify
and discuss key performance indicators, in cluding non-financial performance indicators
that you use to manage the business and that would be material to investors.  Your
discussion should include the increase or dec line in revenue attribut able to pricing and
volume.  You should identify and disclose known trends, events, demands, commitments
and uncertainties that are reas onably likely to have a ma terial effect on financial
condition or operating performance in the fu ture.  For example, you should discuss the
impact that digital media will have on your re sults of operations in the future.  Please
refer to Commission Guidance Regarding Ma nagement's Discussion and Analysis of

Mr. Thomas W. Casey Clear Channel Outdoor Holdings, Inc. June 27, 2011 Page 2

 Financial Condition and Results of Opera tions, Release Nos. 33-8350; 34-48960; FR-72
at:  http://www.sec.gov/ru les/interp/33-8350.htm
.  Please provide us with the proposed
disclosures that you will incl ude in your future filings.

Notes to Consolidated Financial Statements, page 64

Note 7 – Commitments, Contingencies and Guarantees, page 80

2. We note that for you received final unfavorab le rulings by the thir d administrative level
for both L&C and Klimes.  We also note that yo u did not accrue any costs related to these
claims based on your review of the law in simila r cases in other Brazili an states.   Tell us
in more detail how you concluded that at December 31, 2010, it wa s not probable that
you had incurred a liability with respect to these claims. Also, disclose the range of
reasonably possible loss.  If you conclude that  you cannot estimate a range of reasonably
possible losses on any of the matters, please disc lose this fact in your  next Form 10-Q in
accordance with ASC 450.   .
Note 13 – Segment Data, page 92

3. Please disclose all information as requi red by ASC 280-10-50-41, including deferred tax
assets located in the public entity's count ry of domicile and located in all foreign
countries.  Also if revenue and assets in an  individual foreign count ry are material, those
revenues and assets should be disclosed separately.
 Note 14 – Quarterly Results of Operations, page 94

4. Please disclose the reason(s) for material differences in net income between quarterly
periods presented.   We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Thomas W. Casey Clear Channel Outdoor Holdings, Inc. June 27, 2011 Page 3

  the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please file all correspondence over EDGAR.  You may contact Inessa Kessman, Senior
Staff Accountant at 202-551-3371 or Terry Frenc h, Accountant Branch Chief, at (202) 551-3828
if you have questions regarding comments on the financial statements and related matters.
Please contact John Zitko, Staff Attorney at (202) 551-3399 or me at (202) 551-3810 with any
other questions.
Sincerely,
   /s/ Terry French for   Larry Spirgel
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       January 21, 2010

VIA US MAIL AND FAX (210) 832-3173
Randall T. Mays
Chief Financial Officer and Director Clear Channel Outdoor Holdings, Inc. 200 East Basse Road San Antonio, Texas  78209
 Re: Clear Channel Outdoor Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 2, 2009
  File No. 001-32663

Dear Mr. Mays:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.           S i n c e r e l y ,

        L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

SEC Letter

 January 6, 2009

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
         Mr. Kyle Moffatt

Re:
Clear Channel Outdoor Holdings, Inc. (the “Company”)

 Form 10-K for the fiscal year ended December 31, 2008, filed March 2, 2009

 File No. 001-32663

 Dear Mr. Moffatt:

 This letter is in response to the Staff’s comments to the Company by its letter dated October 19, 2009 relating to the above-referenced Form 10-K. Our responses are referenced to the applicable
Staff comment and the paragraph numbering used for each response set forth below corresponds to the paragraph numbering used in the Staff’s comment letter.

 Form 10-K for the fiscal year ended December 31, 2008

 Critical
Accounting Policies, page 55

1.
We note your response to comment one of our letter dated October 19, 2009. It does not appear to us that your segment analysis was based on your organizational
structure as of December 31, 2008. Please provide us an organizational chart that reflects your management structure and the officers who held the appropriate positions for the year ended December 31, 2008. In this regard we note that
William Eccleshare was hired during 2009.

 The Company has included in Appendix A an organizational chart as
of December 31, 2008. As noted in our Definitive Proxy Statement filed on April 30, 2009 and our Form 10-K for the fiscal year ended December 31, 2008, Paul Meyer was not our Global President and Chief Operating Officer on
December 31, 2008. As of October 2008 he was our Chief Executive Officer – Americas and Asia. As such, his span of control no longer included the International segment at December 31, 2008. Each of the Regional Presidents in our
International segment reported to Mark Mays on an interim basis until June 2009 when William Eccleshare was hired as our President and CEO – International.

 The Company considered the above changes in the structure of its internal organization that occurred during the fourth quarter of 2008. In this regard, the Company believed that the organizational
structure previously supplied to the Staff best reflected how the Company was managed at December 31, 2008 and continues to be managed. Therefore, the Company supplied the Staff with its most current organizational structure.

Securities and Exchange Commission

 January 6, 2009

 Page 2 of 6

2.
Additionally, it appears to us, upon further consideration of information contained in your Definitive Proxy Statement filed on April 30, 2009 and disclosures
included elsewhere in your Form 10-K, that Paul Meyer was the CODM of Clear Channel Outdoor as of December 31, 2008. In reaching this conclusion, we considered the following:

•

 Paul Meyer was your Global President and Chief Operating Officer for 2008 and has held that position since 2005.

•

 Mr. Meyer’s compensation was based on performance-based goals which were heavily weighted towards year-over-year growth in OIBDAN
on a company-wide basis. He was due incentive compensation and other significant compensation as set forth in his employment agreement.

•

 Mr. Meyer was charged with developing an extensive annual operating plan for Clear Channel Outdoor (including Americas and
International).

•

 Mr. Meyer was involved in making recommendations as to the compensation levels and performance goals of the other Clear Channel Outdoor
executives to the Compensation Committee for its review.

•

 Although we note that Mark Mays is the principal executive officer of the Clear Channel Outdoor legal entity and Clear Channel Outdoor is
obligated to use his services pursuant to a Corporate Services Agreement with Clear Channel Communications, it appears that Mr. Meyer, in his capacity as Clear Channel Outdoor’s Chief Operating Officer, would be deemed the Company’s
CODM as that term is defined in paragraph 12 of SFAS 131.

 Please revise your analysis of your operating segments, or
alternatively, provide us with a more detailed analysis of the scope and breadth of Mr. Meyer’s functions and performance goals during 2008, with supporting documentation, which may include, but is not limited to, his employment agreement
and pertinent minutes from the Board of Director and Compensation Committee meetings.

 The Company acknowledges the Staff’s comment
that Mr. Meyer was our Global President and Chief Operating Officer from April 2005 until October 2008. However, as noted in ¶14 of SFAS 131, an

Securities and Exchange Commission

 January 6, 2009

 Page 3 of 6

 operating segment has a segment
manager who is directly accountable to and maintains regular contact with the chief operating decision maker to discuss operating activities, financial results, forecasts, or plans for the segment. A single manager may be the segment manager for
more than one operating segment.

 As a result, the Company continues to believe that it has two operating segments, Americas and
International. These segments best reflect how Mark Mays, our CODM, and the Board of Directors view the business and is consistent with the management approach prescribed by SFAS 131.

 Prior to the Company’s IPO in 2005, Roger Parry was the Chief Executive Officer – International (“segment manager”) and reported directly to Mark Mays. Mr. Meyer served as the
President and Chief Executive Officer – Americas (“segment manager”). At the direction of Mark Mays, the segment managers executed each segment’s business strategy. Similar to the current operating structure, Mark Mays provided
each segment manager with annual operating and capital expenditure budget objectives. Mr. Mays relied on the segment managers to ensure their overall budgets adhered to the enterprise budget objectives. The segment managers determined how to
most efficiently deploy resources within their segments. The segment managers did not approve or direct capital expenditures for the other segment or have any influence on the other segment.

 In addition, separate corporate offices in Phoenix and London supported the day-to-day operations of the Americas and International segments, respectively.
Services such as legal, financial planning and analysis, certain accounting and human resource services are located in both of these corporate offices. These offices continue to support the day-to-day operations of the Company’s Americas and
International segments.

 The Company’s IPO was one part of a strategic realignment of our Parent Company, Clear Channel Communications.
Mr. Mays was charged with leading this initiative and presenting the details of the plan to Clear Channel’s Board of Directors. Neither Mr. Meyer nor Mr. Parry, in their role as segment managers, had that authority.

Mr. Meyer was appointed Global President and Chief Operating Officer in April 2005 and held that role until October 2008. In his role as Global
President and Chief Operating officer, Mr. Meyer was charged with overseeing both the Americas and International segments. Mr. Meyer continued to report directly to Mark Mays, the CODM. Mr. Meyer was responsible for establishing
budgets to achieve the objectives for each segment outlined by the CODM. The operating and capital expenditure budgets were consolidated at the Americas and International level and presented to the CODM for approval. After approval of the budget by
the CODM, Mr. Meyer determined how to most efficiently deploy Company resources within each segment.

 For example, an important
initiative for the Company is exploiting digital signage opportunities. Mark Mays approves the capital expenditures for digital signage development as part of the annual capital budget for each segment or on a discrete project basis and it was
Mr. Meyers’ responsibility to implement that plan within the segments.

 Securities and Exchange Commission

 January 6, 2009

 Page 4 of 6

 Consistent with current policies, discrete capital projects were initiated at the business unit level and reviewed up the chain of command through the regional presidents and segment manager. Discrete
projects exceeding $25 million require board approval. The Company’s acquisition of Interspace Services, Inc. in 2006 in the Americas segment and Van Wagner in 2006 and the sale of its joint venture investment in South Africa for shares of
stock in Independent News and Media in 2008 in the International segment were the projects meeting this scope.

 In the fourth quarter of 2008
a search began for a new President and CEO of our international segment and was completed in June 2009 with the hiring of William Eccelshare. Mr. Meyer’s span of control no longer included the International segment during this period. On
October 13, 2009, the Company announced that Mr. Meyer will retire from his current position as the President and Chief Executive Officer – Americas effective December 31, 2009. The Company announced on December 11,
2009 that it had named Ron Cooper as Chief Executive Officer of CCO – Americas.

 As noted above, the Company has changed its management
structure over the years. These changes in segment management were made at the direction of our CODM in order to optimize the organizational structure to achieve his long-term strategic goals for the Company. Regardless of management structure, our
CODM and Board of Directors continued to review the operating results of the Company based on the Americas and International segments.

 The
Company provides the following additional discussion to help address its conclusion that Mark Mays was the Chief Operating Decision Maker for the Company.

•

 Paul Meyer was your Global President and Chief Operating Officer for 2008 and has held that position since 2005.

As noted in ¶12 of SFAS 131, the term chief operating decision maker identifies a function, not necessarily a role with a specific
title. That function is to allocate resources to and assess the performance of the segments of an enterprise.

 As indicated
above, at the direction of Mark Mays, our CODM, Mr. Meyer together with the regional presidents and business unit managers executed each segment’s business strategy. Further, the operating and capital expenditure budgets were presented by
Mr. Meyer to Mark Mays for approval. Mr. Meyer did not have the authority to approve or direct capital expenditures for the segments, his role was to execute strategic decisions by the CODM. As of October 2008, Mr. Meyer was no longer in
his position as our Global President and Chief Operating Officer.

 Given that Mark Mays has control and decision making
authority on allocating resources and performs the function of assessing the performance of the segments, we continue to believe that he is the CODM of the Company, regardless of the specific title carried by Paul Meyer.

•

 Mr. Meyer’s compensation was based on performance-based goals which were heavily weighted towards year-over-year growth in OIBDAN on a
company-wide basis. He was due incentive compensation and other significant compensation as set forth in his employment agreement.

 Securities and Exchange Commission

 January 6, 2009

 Page 5 of 6

•

 Mr. Meyer was charged with developing an extensive annual operating plan for Clear Channel Outdoor (including Americas and International).

 Mr. Meyer’s compensation for 2008 was based on year-over-year growth in OIBDAN on a company-wide
basis. Additionally, Mr. Meyer developed operating plans for the Americas and International segments. However, the Company does not believe these facts change Mr. Meyer’s role as segment manager or Mr. Mays’ role as CODM.

 Mr. Meyer, with input from the regional presidents and business unit managers, was responsible for establishing budgets
to achieve the objectives for the Americas and International segments outlined by the CODM. As discussed above and in our previous response, capital and operating budgets are approved by Mark Mays. At the direction of our CODM, Mr. Meyer
together with his regional presidents and business unit managers, executed the segment(s) business strategy. In this case, Mr. Meyer was charged with developing the segment(s) plans and discussing those with Mark Mays to ensure they were
consistent with the overall business strategy of the Company. While Mr. Meyer developed a plan to adhere to the strategic direction of our CODM, the CODM was responsible for presenting the strategic plan to the Board of Directors.
Mr. Meyer was responsible for discussing the operating results of each segment with the Board of Directors. Mr. Meyer was not a member of the Board of Directors.

 Although Mark Mays relies on this input from Paul Meyer as the segment(s) manager, it is Mark Mays in his role as the CODM who is responsible for making the strategic, operational and resource allocation
decisions of the Company.

•

 Mr. Meyer was involved in making recommendations as to the compensation levels and performance goals of the other Clear Channel Outdoor
executives to the Compensation Committee for its review.

 As noted in the Company’s Definitive Proxy
Statement filed on April 30, 2009, joint recommendations on compensation were made to the Compensation Committee. In practice and as part of his approval process, Mr. Mays often changed components of Mr. Meyers’ plan before the
joint proposals were made to the Compensation Committee. Mr. Meyer was charged with developing portions of the compensation plans and discussing those with Mark Mays to ensure they were consistent with the overall business objectives of the
Company.

•

 Although we note that Mark Mays is the principal executive officer of the Clear Channel Outdoor legal entity and Clear Channel Outdoor is obligated
to use his services pursuant to a Corporate Services Agreement with Clear Channel Communications, it appears that Mr. Meyer, in his capacity as Clear Channel Outdoor’s Chief Operating Officer, would be deemed the Company’s CODM as
that term is defined in paragraph 12 of SFAS 131.

 The Company believes that Mark Mays is its CODM. As noted above, Mr.
Mays is responsible for setting the strategic direction of the Company. Mr. Meyer reported to Mr. Mays. Mr. Meyer was responsible for establishing operating and capital expenditure budgets to achieve the objectives for each segment as outlined by
Mr. Mays. These budgets required Mr. Mays’ approval.

 As a result of the foregoing discussion, the Company continues to believe that it
has two operating segments, Americas and International, that best reflect how Mark Mays, our CODM, and the Board of Directors view the business and is consistent with the management approach prescribed by SFAS 131. In addition to the conclusion of
the Company, we have consulted with our external accounting firm, Ernst & Young, and they have agreed with our conclusion.

 *       *       *       *

 Securities and Exchange Commission

 January 6, 2009

 Page 6 of 6

 In connection with responding to the Staff’s comments, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If you have any questions regarding these responses, please contact Christopher
Harrington or Herb Hill at (210) 822-2828.

Very truly yours,

 /s/ Herbert W. Hill, Jr.

Herbert W. Hill, Jr.

Senior Vice President and Chief Accounting Officer

 Appendix A -

 Corporate Organizational Chart as of December 31, 2008

 CEO

 Clear Channel

 Mark Mays

 President and CEO

 Clear Channel Outdoor

 Americas

 and

 Asia

 Paul

 Meyer

 President and CEO

 Clear Channel Outdoor

 International

 [Open]

 Appendix A -

 Ame

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       December 17, 2009

VIA US MAIL AND FAX (210) 832-3173
Randall T. Mays
Chief Financial Officer and Director Clear Channel Outdoor Holdings, Inc. 200 East Basse Road San Antonio, Texas  78209
 Re: Clear Channel Outdoor Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 2, 2009
  File No. 001-32663

Dear Mr. Mays:
We have reviewed your supplemental response letter dated December 11, 2009 as
well as your filings and have the following comments.  As noted in our comment letter dated April 3, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.   Form 10-K for the fiscal year ended December 31, 2008

Critical Accounting Policies, page 55

Critical Accounting Policies, page 55

1. We note your response to comment one of our letter dated October 19, 2009.  It
does not appear to us that your segment analysis was based on your organizational structure as of December 31, 2008.  Please provide us an organizational chart that reflects your mana gement structure and the officers who
held the appropriate positions for the year ended December 31, 2008.  In this regard, we note that William Eccleshare was hired during 2009.
 2. Additionally, it appears to us, upon further consideration of information contained in your Definitive Proxy Statement filed on April 30, 2009 and disclosures included elsewhere in your Form 10-K, that Paul Meyer was the CODM of Clear Channel Outdoor as of December 31, 2008.  In reaching this conclusion, we considered the following:

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc.
December 17, 2009 Page 2
• Paul Meyer was your Global President and Chief Operating Officer for 2008 and has held that position since 2005.
• Mr. Meyer’s compensation was based on performance-based goals which were heavily weighted towards year-over-year growth in OIBDAN on a
company-wide basis.   He was due incentive compensation and other
significant compensation as set forth in his employment agreement.
• Mr. Meyer was charged with developing an extensive annual operating plan for Clear Channel Outdoor (inc luding Americas and International).
• Mr. Meyer was involved in making recommendations as to the compensation levels and performance goals of the other Clear Channel Outdoor executives to the Compensation Committee for its review.
• Although we note that Mark Mays is the principal executive officer of the Clear Channel Outdoor legal entity and Clear Channel Outdoor is obligated to utilize his services pursuant to a Corporate Services Agreement with Clear Channel Communications, it appears that Mr. Meyer, in his capacity as Clear Channel Outdoor’s Chief Operating Officer, would be deemed the Company’s CODM as that term is defined in paragraph 12 of SFAS 131.

Please revise your analysis of your operating segments, or alternatively, provide us with a more detailed analysis of the scope and breadth of Mr. Meyer’s functions and performance goals during 2008, with supporting documentation, which may include, but is not limited to, his employment agreement and pertinent minutes from the Board of Director and Compensation Committee meetings.
3. Based on the foregoing, we continue to believe that each market within the Americas is an operating segment since they are subject to Mr. Meyer’s oversight, and thus, at a minimum, would be deemed a separate reporting unit pursuant to SFAS 142.  Please advise or revise.

*    *    *    *

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc. December 17, 2009 Page 3
Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Kathryn Jacobson, Senior Staff Accountan t, at (202) 551-3365 or Kyle Moffatt,
Accountant Branch Chief, at (202) 551-3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,

        L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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Response Letter

 December 11, 2009

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
Mr. Kyle Moffatt

Re:
Clear Channel Outdoor Holdings, Inc. (the “Company”)

Form 10-K for the fiscal year ended December 31, 2008, filed March 2, 2009

File No. 001-32663

 Dear Mr. Moffatt:

 This letter is in response to the Staff’s comments to the Company by its letter dated October 19, 2009 relating to
the above-referenced Form 10-K. Our responses are referenced to the applicable Staff comment and the paragraph numbering used for each response set forth below corresponds to the paragraph numbering used in the Staff’s comment letter.

 Form 10-K for the fiscal year ended December 31, 2008

 Critical Accounting Policies, page 55

1.
We note your response to comment one of our letter dated August 28, 2009. Your statement that the existence of segment managers responsible for the Americas and
International operations and the nature of the activities of each is not sufficient evidence to support your conclusion regarding your operating segments. In this regard, we note from your response that your CODM regularly reviews significantly
detailed information for each market within the Americas and each country in International, including revenues, operating expenses, OCF and OCF margins. Therefore, we continue to believe all of the markets listed on pages 22 and 23 within the Clear
Channel Outdoor Americas reports under Tab III. “Performance Tracker Reports” and each individual country within the Clear Channel Outdoor International reports under the Board of Directors tab are each separate operating segments under
SFAS 131.

 If you believe any of the above operating segments can be aggregated under paragraph 17 of
SFAS 131, please provide us your analysis and financial information for all periods presented in

 Securities and Exchange Commission

 December 11, 2009

  Page
 2
 of 5

your filing. In addition to your analysis of paragraph 17.a through 17.e, please provide us with an analysis that includes historical and projected revenue, gross margins, gross margin
percentages, OCF, OIBDAN and respective percentages, along with any other information you believe would be useful for each of your operating segments to help us understand how these operations are economically similar. Please also address any
differences in the trends these financial indicators depict (e.g. if gross profit margin is decreasing for one operation and increasing for another).

 Similarly, if you believe any of these operating segments are not required to be reported separately under paragraphs 18 – 21 of SFAS 131, please provide us an analysis to support your position.

 The Company has determined that its CODM is its CEO, Mark Mays, who is responsible for allocating resources and assessing the performance
of each segment. The Company’s operating structure consists of approximately 50 markets (business units) in its Americas segment and approximately 40 countries (business units) in its International segment. The Company has a segment manager (as
discussed in ¶14 of SFAS 131) for the Americas and International segments to manage the significant number of business units. The segment manager for the Americas is Paul Meyer, CEO of Americas, while the segment manager for International is
William Eccleshare, CEO of International. The Company’s CODM generally does not interact with the regional presidents or business unit managers when making operational or resource allocation decisions concerning the segments. Rather, he holds
regular periodic meetings with Paul and William to discuss the performance of their segments. Paul and William do not have the necessary power or authority to perform the CODM function and neither is a board member.

 The function of the CODM (as discussed in ¶12 of SFAS 131) is to allocate resources and assess the performance of the segments of an enterprise. At the
direction of our CODM, each segment manager together with their regional presidents and business unit managers, executes each segment’s business strategy. For example, during preparation of the annual operating and capital expenditure budgets,
the CODM provides each segment with budget objectives. The CODM does not participate in the budget process at the region or business unit level. The CODM relies on the segment managers to ensure their overall budget adheres to the enterprise budget
objectives. The segment managers, with input from their regional presidents and business unit managers, are responsible for establishing budgets to achieve the objectives for their respective segments outlined by the CODM. The operating and capital
expenditure budgets are consolidated at the segment level and presented to the CODM for approval. After the budget is approved by the CODM, the segment managers are given discretion for maximizing the resources allocated to their segments, allowing
them to shift resources between business units. The segment managers determine how to most efficiently deploy Company resources within their segments. The segment managers cannot approve or direct capital expenditures for the other segment or have
any influence on the other segment.

 Securities and Exchange Commission

 December 11, 2009

  Page
 3
 of 5

 As discussed above, we have two segment managers, Paul Meyer and William Eccleshare.
Paul has three regional presidents that report to him and William has four regional presidents that report to him. Underneath the regional presidents are the business unit managers.1 Paul’s compensation is based on the performance of the America’s segment and William’s compensation is
based on the performance of the International segment. The financial performance metrics establishing compensation targets for our segment managers are set by our CODM. In addition, separate corporate offices in Phoenix and London exist to support
the day-to-day operations of the Americas and International segments, respectively. Services such as legal, financial planning and analysis, certain accounting and human resource services are located in both of these corporate offices.

Our segment management structure is subdivided into regions in order to provide a reasonable span of control of our segment management. Our regions are
not based on unique economic characteristics of certain geographic areas. For example, the regional concept in the Company’s International segment did not exist two years ago. From time to time, our regions and markets are reconfigured in order
to optimize the span of control of our segment management team. This flexibility in regional structure is made possible as our business unit operations are not impacted by the regional structure changes and continue to offer the same advertising
inventory and use the same resources. The CODM does not assess performance at the regional level and does not review the segment on a regional basis for making resource allocation decisions. Rather, the regions act as a tool for the segment managers
to hold their regional presidents accountable.

 As discussed above, capital expenditure budgets are approved by the CODM for the entire
segment, with each segment manager having discretion over allocation of the budget across the business units. Discrete capital projects are initiated at the business unit level and reviewed up the chain of command through the regional presidents and
segment managers. These capital projects are approved (within certain limits as defined by the corporate development office in San Antonio) by the segment managers. Discrete projects exceeding $25 million require board approval. However, these
projects are cyclical in nature based on the economic environment in which the Company is operating.

 We considered whether other members of
management and the board of directors were part of the CODM function as discussed in ¶12 of SFAS 131. Although our CEO relies on input from our segment managers as well as meets with our board of directors, it is our CEO who is responsible for
making the strategic, operational and resource allocation decisions of the Company. The Company’s board of directors reviews the Company’s operating results at the segment level. The board of directors does not review the operating results
of individual regions or business units within each segment, except for discrete matters that require board approval.

1
 See Appendix A for an organizational chart.

 Securities and Exchange Commission

 December 11, 2009

  Page
 4
 of 5

2.
We note your response to comment two of our letter dated August 28, 2009. With respect to Clear Channel Outdoor Americas, since each market is an operating
segment, it appears that at a minimum, each market would be a separate reporting unit pursuant to SFAS 142. Please revise or advise.

 We believe that Clear Channel Outdoor Americas is an operating segment.

 ****

 In connection with responding to the Staff’s comments, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If you have any questions regarding these responses, please contact Herb Hill at
(210) 822-2828.

Very truly yours,

 /s/ Herbert W. Hill, Jr.

 Herbert W. Hill, Jr.

 Senior Vice President and Chief Accounting Officer

cc:
Randall T. Mays

Chief Financial Officer

 Appendix A
-

 Corporate Organizational Chart

 CEO

 Clear Channel

 Mark Mays

 (CODM)

 CEO

 Clear Channel

 Mark Mays

 (CODM)

 President and CEO

 Clear Channel Outdoor

 Americas Paul Meyer

 (Segment Manager)

 President and CEO

 Clear Channel Outdoor

 Americas Paul Meyer

 (Segment Manager)

 President and CEO

 Clear Channel Outdoor

 International

 William Eccleshare

 (Segment Manager)

 President and CEO

 Clear Channel Outdoor

 International

 William Eccleshare

 (Segment Manager)

 Appendix A -

 Americas Organizational Chart

 CC Airports / Interspace

 CC Taxi Media

 Albuquerque

 Chicago

 Dallas/Fort Worth

 El Paso

 Fort Smith

 Houston

 Las Vegas

 Los Angeles

 New Orleans

 Phoenix

 Portland

 Reno

 Sacramento

 San Antonio

 San Diego

 San Francisco

 Seattle

 Tucson

 Wichita

 Regional President

 Western United States

 Gene Leehan

 Branded Cities

 CC Malls

 CC Spectacolor

 CC Canada

 Akron/Canton

 Atlanta

 Boston

 Cleveland

 Daytona Beach

 Des Moines

 Indianapolis

 Jacksonville

 Memphis

 Miami

 Milwaukee

 Minneapolis

 New York

 Ocala

 Orlando

 Philadelphia

 Salisbury

 Tampa Bay

 Wash. D.C./Balt.

 Regional President

 Eastern United States

 Tim Stauning

 Brazil

 Curitiba

 Sao Paulo

 Rio de Janeiro

 Chile

 Mexico

 Peru

 Regional President

 Latin America

 Augusto Claux

 Senior VP

 Real Estate

 California,Nevada,Utah.

 Dave McWalters

 Senior VP

 Real Estate

 Southern United States

 Joe Garner

 Senior VP

 Real Estate

 Northern United States

 Dan Pomeroy

 Executive VP

 Real Estate / Public Aff.

 Americas

 Bryan Parker

 Senior VP

 Deputy General Coun

 Americas

 Laura Tonceff

 Senior VP

 Assoc. General Coun

 Western United States

 Martin Felli

 Assoc. General Coun

 Litigation

 Deb Sirower

 Executive VP

 General Council

 Americas

 David Clark

 VP

 Operations

 Quantum Structure

 Dennis Tuggle

 Director of

 Safety & Training

 Jim Poage

 Executive VP

 Operations

 Americas

 Charlie Turner

 VP

 Controller

 Mark Rowe

 Executive VP

 Chief Financial Officer

 Americas

 Chet Kwasniak

 Senior VP

 Creative, Marketing,

 Public Relations

 Tony Alwin

 VP

 Sales Technology

 Trisha Dall

 VP

 Research

 Andrew Marcus

 Executive VP

 Sales and Marketing

 Americas

 Rocky Sisson

 President and CEO

 Clear Channel Outdoor

 Americas

 Paul Meyer

 ..

 Clear Channel

 Mark Mays

 .

 Appendix
A -

 International Organizational Chart

 Greece

 International Neon

 Chief Financial Officer

 Dir. Corp. Development

 International

 Jonathan Bevan

 Ireland

 UK

 Regional President

 UK, Ireland

 Barry Sayer

 Belgium

 France

 Italy

 Spain

 Regional President

 Southern Europe

 Hubert Janvier

 Denmark

 Finland

 Netherlands

 Norway

 Norway Cinema

 Poland

 Romania

 Russia & Baltics

 Sweden

 Switzerland

 Turkey

 Regional President

 Northern & Eastern Europe

 Rickard Hedlund

 Australia/New Zealand

 China

 Hong Kong

 India

 Japan

 Singapore

 Thailand

 Regional President

 Asia -

 Pacific

 Mark Thewlis

 President and CEO

 Clear Channel Outdoor

 International

 William Eccleshare

 Chief Executive Officer

 Clear Channel

 Mark Mays

 -

CORRESP
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Correspondence

 November 19, 2009

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
Mr. Kyle Moffatt

Re:
Clear Channel Outdoor Holdings, Inc. (the “Company”)

 Form 10-K for the fiscal year ended December 31, 2008, filed March 2, 2009

 File No. 001-32663

 Dear Mr. Moffat:

 The Company has requested a conference call with the Staff tentatively scheduled for December 1, 2009 to discuss its response to the Staff’s letter dated October 19, 2009. The Company plans
to file a written response via EDGAR shortly after the call.

Very truly yours,

 /s/ Herbert W. Hill, Jr.

Herbert W. Hill, Jr.

Senior Vice President and Chief Accounting Officer

cc:
Randall T. Mays

 President and
Chief Financial Officer

CORRESP
1
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Correspondence

 November 2, 2009

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
Mr. Kyle Moffatt

Re:

Clear Channel Outdoor Holdings, Inc. (the “Company”)

Form 10-K for the fiscal year ended December 31, 2008, filed March 2, 2009

File No. 001-32663

 Dear Mr. Moffat:

 This letter is in response to the Staff’s letter dated October 19, 2009. The Company expects to file its responses to the Staff’s comments relating to the above-referenced Form 10-K by
November 20, 2009.

Very truly yours,

 /s/ Herbert W. Hill, Jr.

Herbert W. Hill, Jr.

Senior Vice President and Chief Accounting Officer

cc:

Randall T. Mays

President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       October 19, 2009

VIA US MAIL AND FAX (210) 832-3173
Randall T. Mays
Chief Financial Officer and Director Clear Channel Outdoor Holdings, Inc.` 200 East Basse Road San Antonio, Texas  78209
 Re: Clear Channel Outdoor Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 2, 2009
  File No. 001-32663

Dear Mr. Mays:
We have reviewed your supplemental response letter dated September 25, 2009 as
well as your filings and have the following comments.  As noted in our comment letter dated April 3, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.   Form 10-K for the fiscal year ended December 31, 2008

Critical Accounting Policies, page 55
 1. We note your response to comment one of our letter dated August 28, 2009.  Your statement that the existence of segment managers responsible for the Americas and International operations and the nature of the activities of each is not sufficient evidence to support your conclusion regarding your operating segments.  In this regard, we note from your response that your CODM regularly reviews significantly detailed information for each market within the Americas and each country in International including revenues, operating expenses, OCF and OCF margins.  Therefore, we continue to believe all of the markets listed on pages 22 and 23 within the Clear Channel Outdoor Americas reports under Tab III. “Performance Tracker Reports” and each individual country within the Clear Channel Outdoor International reports under the Board of Directors tab are each separate operating segments under SFAS 131.

If you believe any of the above operating segments can be aggregated under paragraph 17 of SFAS 131, please provide us your analysis and financial information for all periods presented in your filing.  In addition to your analysis of paragraphs

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc. October 19, 2009 Page 2
17.a through 17.e, please provide us with an analysis that includes historical and projected revenues, gross margins, gross margin percentages, OCF, OIBDAN and respective percentages, along with any other information you believe would be useful for each of your operating segments to help us understand how these operations are economically similar.  Please also address any differences in the trends these financial indicators depict (e.g. if gross profit margin is decreasing for one operation and increasing for another).   Similarly, if you believe any of these operating segments are not required to be reported separately under paragraphs 18 – 21 of SFAS 131, please provide us an analysis to support your position.
 2. We note your response to comment two of our letter dated August 28, 2009.  With respect to Clear Channel Outdoor Americas, since each market is an operating segment, it appears that at a minimum, each market would be a separate reporting unit pursuant to SFAS 142.  Please revise or advise.

*    *    *    *

Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Kathryn Jacobson, Senior Staff Accountan t, at (202) 551-3365 or Kyle Moffatt,
Accountant Branch Chief, at (202) 551-3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,

        L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
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Correspondence

 September 25, 2009

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:    Mr. Kyle
Moffatt

Re:

 Clear Channel Outdoor Holdings, Inc. (the “Company”)

 Form 10-K for the fiscal year ended December 31, 2008, filed March 2, 2009

 File No. 001-32663

 Dear Mr. Moffatt:

 This letter is in response to the Staff’s comments to the Company by its letter dated August 28, 2009 relating to the above-referenced Form 10-K. Our responses are referenced to the applicable Staff comment
and the paragraph numbering used for each response set forth below corresponds to the paragraph numbering used in the Staff’s comment letter.

 Form 10-K for the fiscal year ended December 31, 2008

 Critical Accounting Policies, page 55

1.
We have reviewed your response and the information presented to your chief operating decision maker. It appears that all of the markets listed on pages 22 and 23 within the Clear
Channel Outdoor Americas reports under Tab III. “Performance Tracker Reports” and each individual country within the Clear Channel Outdoor International reports under the Board of Directors tab are each separate segments under SFAS 131. We
believe that each of these components constitutes an operating segment as discrete financial information is presented to your chief operating decision maker on a monthly basis. We note that this information contains revenues, operating expenses,
OCF, margins, OIBDAN, capital expenditures, historical returns by markets and other measures in which the chief operating decision maker can make decisions about resources to be allocated and assess performance. In addition, we note that certain of
these components are led by regional presidents who we believe are segment managers as discussed in paragraph 14 of SFAS 131.

 Securities and Exchange Commission

 September 25, 2009

 Page 2 of 9

 If you believe any of the above operating segments can be aggregated under paragraph 17 of SFAS 131,
please provide us your analysis and financial information for all periods presented in your filing. In addition to your analysis of paragraphs 17.a. through 17.e., please provide us with an analysis that includes historical and projected revenues,
gross margins, gross margin percentages, OCF, OIBDAN and respective percentages, along with any other information you believe would be useful for each of your operating segments to help us understand how these operations are economically similar.
Please also address any differences in the trends these financial indicators depict (e.g. if gross profit margin is decreasing for one operations and increasing for another).

 Similarly, if you believe any of these operating segments are not required to be reported separately under paragraphs 18 – 21 of SFAS
131, please provide us an analysis to support your position.

 The Clear Channel Outdoor Americas reports present the Company’s
business activities in a number of different ways, including discrete financial information on a consolidated basis as well as a market basis and revenue predictors on a consolidated basis and a market basis. These reports are available to
management of the Outdoor Americas segment, including market managers, regional presidents, the segment manager (which the Company identified as its President and Chief Executive Officer – Clear Channel Outdoor determined under the guidance in
paragraph 14 of SFAS 131) and the Company’s CODM. The Company’s President and Chief Executive Officer – Clear Channel Outdoor is directly accountable to and maintains regular contact with the Company’s CODM to discuss operating
activities, financial results, forecasts or plans for the future. The regional presidents and market managers are not directly accountable to nor do they maintain regular contact with the Company’s CODM.

 The Clear Channel Outdoor International reports present the Company’s business activities in a manner similar to the Americas. These reports are
available to management of the Outdoor International segment, including country managers, regional presidents, the segment manager (which the Company identified as its President and Chief Executive Officer – Clear Channel International Outdoor
determined under the guidance in paragraph 14 of SFAS 131) and the Company’s CODM. The Company’s President and Chief Executive Officer – Clear Channel International Outdoor is directly accountable to and maintains regular contact with
the Company’s CODM to discuss operating activities, financial results, forecasts or plans for the future. The regional presidents and country managers are not directly accountable to nor do they maintain regular contact with the Company’s
CODM.

 The Company relied on the guidance in paragraphs 13, 14 and 70 of SFAS 131 to identify the set of components constituting its
Americas and International operating segments. The existence of segment managers responsible for the Americas and International segment and the nature of the activities of each lead it to conclude that multiple operating segments did not exist.

 Securities and Exchange Commission

 September 25, 2009

 Page 3 of 9

 The Company refers the staff to the Clear Channel Outdoor Organizational Chart which it has
supplementally provided. The Company’s segment managers are held accountable for the consolidated performance of the Americas and International divisions. Therefore the Company believes that the operations as a whole are the set of components
that constitute the Americas and International operating segments under the guidance in paragraph 14.

 The reports created for the Americas
and International segments are used by all members of management. The Company creates one set of reports and does not tailor the reports for each member of management. Each member of management uses the reports in a different manner.

 The Company communicates its results of operations to its stakeholders as two segments, Americas and International. The Company believes that this best
represents the way that the CODM organizes the segments within the Company for making operating decisions and assessing performance.

2.
It appears that your reporting units for goodwill impairment testing purposes should be re-evaluated based on the fact that you appear to have numerous operating segments beyond
what you previously identified. For example, we note that you aggregated all of the markets in the United States into the one reporting unit. Since your operating segments appear to be each market in the United States, then at a minimum, each market
would be a separate reporting unit pursuant to SFAS 142. Note that a reporting unit is an operating segment or one level below an operating segment, referred to as a component. Also, provide us with you detailed analysis of paragraph 30 of SFAS 142
and EITF D-101 based on this re-evaluation.

 The Company’s operations in Canada, Mexico, Peru and Brazil are
considered components and therefore reporting units under the guidance in paragraph 30 of SFAS 142. Discrete financial information is not regularly reviewed below this level. The Company does not believe that these components meet the aggregation
criteria in paragraph 30 of SFAS 142 and EITF D-101.

 Each country in the Company’s International outdoor business is considered a
component under the guidance in paragraph 30 of SFAS 142. Discrete financial information is not regularly reviewed below this level. Unlike operations in its Americas segment, each country operates virtually autonomously with little sharing of
resources or revenue and therefore the Company does not aggregate its components in its International outdoor segment for purposes of its goodwill impairment test.

 Securities and Exchange Commission

 September 25, 2009

 Page 4 of 9

 The Company believes that each of its U.S. markets constitute components under the guidance in paragraph
30 of SFAS 142 because this is the lowest level for which discrete financial information is regularly reviewed by segment management. The Company believes it can aggregate these components into a single reporting unit based on the guidance in
paragraph 30 of SFAS 142 and EITF D-101.

 Paragraph 30 of SFAS 142 requires that the guidance in paragraph 17 of SFAS 131 be considered in
determining if components can be aggregated. Paragraph 17 states that “…two or more operating segments may be aggregated into a single operating segment if aggregation is consistent with the objectives and basic principles of this
statement, if the segments have similar economic characteristics, and if the segments are similar in each of the following areas:

a)
The nature of the products and services;

b)
The nature of the production processes;

c)
The type or class of customer for their products and services

d)
The methods used to distribute their products or provide their services

e)
If applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities.”

 Similar long-term economic characteristics

 The basic economic characteristics of each of the United States markets are very similar. Revenues and related revenue trends are highly correlated to macroeconomic cycles and trends are consistent across markets. The sales cycle and
related processes are similar across markets. Any increase or decrease in national marketing campaigns sold through the Company’s “National Platform” sales model will have a ripple effect on all of the markets included in the
campaign.

 The major expense categories across all United States markets are site lease costs and sales and commission expenses. The
structure of these expenses and the interaction with revenues are similar in nature across all U.S. markets. The sales process and commission structures are also similar.

 The consistent movement in the OIBDAN margins in the United States markets is a reflection of the overall “National Platform” sales model and the similar interaction between revenues and site lease and sales
and commission expenses. Consistently across the United States markets, OIBDAN margins increase in times of revenue growth and operating margins decline in times of revenue contraction. The Company experienced a contraction in OIBDAN margins in 2008
compared to 2006 across significantly all of its U.S. markets.

 The Company has supplementally provided the staff its historical and
projected revenues, expenses, OCF, OIBDAN and OIBDAN margin percentages. As discussed in paragraph 17 of SFAS 131, similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar.

 The Company’s primary metric used to assess performance is OIBDAN. The Company believes that its average long-term OIBDAN margins for
its markets will be within the range of 45% - 55%.

 Securities and Exchange Commission

 September 25, 2009

 Page 5 of 9

 The OIBDAN margins for certain markets in the supplemental information are outside the 45% - 55% range.
Different factors will impact a market’s OIBDAN margin, including the mix of product offerings, advertising contracts, customer base, and competition. For example, transit contracts have higher fixed costs relative to bulletins and posters
which results in lower margins at the beginning of the contract but are expected to expand as the Company sells out the available inventory. Additionally, the cost structure of transit contracts results in lower margins than the margins for bulletin
and poster inventory. Also, customers’ purchase decisions vary between markets. Loss of a key advertising customer can have a short-term impact on a market’s OIBDAN margin, but the Company expects to replace that advertising revenue over
the long-term. Finally, markets where the Company has a strong competitive advantage provide leverage in negotiating leases with landlords. However, as competition increases in a market, the Company will lose this advantage which will impact its
long-term OIBDAN margins. The Company began a site lease renegotiation effort in 2008 which it anticipates will have a positive long-term OIBDAN margin impact in some of its lower margin markets.

 Therefore, even though the factors impacting OIBDAN margins across markets are dynamic, over the long-term the Company believes that OIBDAN margins will
be within the range of 45% - 55% as more competition enters a market, as the mix of product offerings changes, as the mix of advertising contracts changes and / or as the customer base changes.

 The Company notes that the anticipated trends in revenue, OIBDAN and OIBDAN margin for 2009 compared to 2006 are similar across significantly all of its
markets. The Company began to see the effects of the recession on its OIBDAN margins beginning in the second half of 2008 and continuing into 2009.

 In addition to similar economic characteristics, paragraph 17 requires similarity in the following ways:

 The nature of the
production and services and the method used to distribute their products or provide their services - are consistent in all of the U.S. markets in that the Company is providing outdoor marketing services through the use of a mix of vinyl and
digital billboards, posters, street furniture, spectaculars and other display sites.

 The type or class of customer for their products
and services - are consistent between markets and consistent with the “National Platform” sales model that has been developed by the Company. As previously discussed, the Company operates its Americas segment as part of a national
platform created primarily through three large acquisitions. The Company’s strategy is to use the national platform to increase cash flow by providing advertisers a one-stop solution for multiple market advertisements and to lower expenses
through the consolidation of numerous processes.

 The Company has a national sales force that works directly with national sales agencies.
The Company believes that its scale is a competitive advantage and allows it to drive shared revenues. The Company defines shared revenues as advertiser buys across multiple markets. Typically, agency buys are for multiple markets in the same
advertising campaign and thus generate shared revenues.

 Securities and Exchange Commission

 September 25, 2009

 Page 6 of 9

Approximately 40% of the Company’s revenues are shared and the Company will continue to focus on growing its shared revenues.

 In addition to the paragraph 17 requirements, the Company also considered the following EITF D-101 considerations.

 The manner in which an entity operates its business and the nature of those operations

 The Company operates its Americas segment as part of a national platform. The national platform was created primarily through the acquisitions of Eller
Media Company in 1997, Universal Outdoor in 1998 and the Ackerley group in 2002. The Company’s strategy is to use the national platform to increase cash flow by providing advertisers a one-stop solution for multiple market advertisements and to
lower expenses through the consolidation of numerous processes. Subsequent acquisitions have consisted primarily of one-off billboard acquisitions to fill out the Company’s presence in each of its markets. These acquisitions gave the Company a
presence in 49 of the largest 50 markets in the United States, including all of the 20 largest markets.

 To operate the national platform,
the Company has established centralized systems. For example, the Company has a centralized sales force to sell national advertising across its platform, its accounts receivable are centralized, it has a centralized real estate group, a centralized
capital investment group, a centralized lease accounting and billing system, a centralized creative group and a master customer database.

 The Company has an Executive Vice President of Sales and Marketing who is responsib

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Correspondence

 September 14, 2009

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:     Mr. Kyle
Moffatt

Re:
Clear Channel Outdoor Holdings, Inc. (the “Company”)

 Form 10-K for the fiscal year ended December 31, 2008, filed March 2, 2009

 File No. 001-32663

 Dear Mr. Moffat:

 This letter is in response to the
Staff’s letter dated August 28, 2009. The Company expects to file its responses to the Staff’s comments relating to the above-referenced Form 10-K by September 25, 2009.

Very truly yours,

 /s/ Herbert W. Hill, Jr.

Herbert W. Hill, Jr.

Senior Vice President and Chief Accounting Officer

cc:
Randall T. Mays

 President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       August 28, 2009

VIA US MAIL AND FAX (210) 832-3173
Randall T. Mays
Chief Financial Officer and Director Clear Channel Outdoor Holdings, Inc.` 200 East Basse Road San Antonio, Texas  78209
 Re: Clear Channel Outdoor Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 2, 2009
  File No. 001-32663

Dear Mr. Mays:
We have reviewed your supplemental response letter dated June 17, 2009 as well
as your filings and have the following comments.  As noted in our comment letter dated April 3, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.   Form 10-K for the fiscal year ended December 31, 2008

Critical Accounting Policies, page 55

1. We have reviewed your response and the information presented to your chief operating decision maker.  It appears that all of the markets listed on pages 22 and 23 within the Clear Channel Outdoor Americas reports under Tab III. “Performance Tracker Reports” and each individual country within the Clear Channel Outdoor International reports under the Board of Directors tab are each separate segments under SFAS 131.  We believe that each of these components constitutes an operating segment as discrete financial information is presented to your chief operating decision maker on a monthly basis.  We note that this information contains revenues, operating expenses, OCF, margins, OIBDAN, capital expenditures, historical returns by markets, and other measures in which the chief operating decision maker can make decisions about resources to be allocated and assess performance.  In addition, we note that certain of these components are led by regional presidents who we believe are segment managers as discussed in paragraph 14 of SFAS 131.

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc. August 28, 2009 Page 2
If you believe any of the above operating segments can be aggregated under paragraph 17 of SFAS 131, please provide us your analysis and financial information for all periods presented in your filing.  In addition to your analysis of paragraphs 17.a through 17.e, please provide us with an analysis that includes historical and projected revenues, gross margins, gross margin percentages, OCF, OIBDAN and respective percentages, along with any other information you believe would be useful for each of your operating segments to help us understand how these operations are economically similar.  Please also address any differences in the trends these financial indicators depict (e.g. if gross profit margin is decreasing for one operation and increasing for another).

Similarly, if you believe any of these operating segments are not required to be reported separately under paragraphs 18 – 21 of SFAS 131, please provide us an analysis to support your position.
2. It appears that your reporting units for goodwill impairment testing purposes should be re-evaluated based on the fact that you appear to have numerous operating segments beyond what you previously identified.  For example, we note that you aggregated all of the markets in the United States into the one reporting unit.  Since your operating segments appear to be each market in the United States, then at a minimum, each market would be a separate reporting unit pursuant to SFAS 142.  Note that a reporting unit is an operating segment or one level below an operating segment, referred to as a component.  Also, provide us with your detailed analysis of paragraph 30 of SFAS 142 and EITF D-101 based on this re-evaluation.

*    *    *    *

Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Kathryn Jacobson, Senior Staff Accountan t, at (202) 551-3365 or Kyle Moffatt,
Accountant Branch Chief, at (202) 551-3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,

        L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
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Correspondence

 June 17, 2009

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:      Mr. Kyle Moffatt

Re:
Clear Channel Outdoor Holdings, Inc. (the “Company”)

 Form 10-K for the fiscal year ended December 31, 2008, filed March 2, 2009

 File No. 001-32663

 Dear Mr. Moffatt:

 This letter is in response to the
Staff’s comments to the Company by its letter dated June 5, 2009 relating to the above-referenced Form 10-K. Our responses are referenced to the applicable Staff comment and the paragraph numbering used for each response set forth below
corresponds to the paragraph numbering used in the Staff’s comment letter.

 Form 10-K for the fiscal year ended December 31, 2008

 Critical Accounting Estimates, page 55

 Indefinite-lived Assets, pages 56-57

 Goodwill, page 77

1.
We note your response to prior comment 2. Please define normalized operating margins as used within the context of your response.

 The Company defines operating margin as revenues less direct operating, SG&A and corporate expenses. The Company is using the term
“normalized operating margin” to represent a long-term, steady-state operating margin that an average market participant would expect to achieve after the build-up period. The Company assumed a hypothetical business would operate at an
industry average normalized operating margin of 46% based on an analysis of comparable companies over a three-year time period. The Company applied the 46% normalized operating margin in its model used to fair value its permits in each of its U.S.
markets, unless the Company’s margin was below 46% in a particular market. In these instances, the Company applied the market’s margin in its model used to fair value the permits. Ten of the Company’s markets had margins below 46%.
The Company believes this methodology is appropriate because there is nominal public data available for each of its markets.

 The Company
applied a consistent approach to fair valuing its two Canadian permits due to the similarity of the U.S. and Canadian outdoor advertising industries as well as nominal public data available for its Canadian markets. The fair value of the
Company’s two Canadian permits was $14.6 million.

 Securities and Exchange Commission

 June 17, 2009

  Page
 2
 of 5

2.
We note your response to prior comment 3. Please disclose the impairment charge recorded for each reporting unit. Such disclosure should accompany or could be presented in a
rollforward with the breakdown of your goodwill balance by reporting unit as of December 31, 2008.

 The Company will
replace the table of the breakdown in goodwill by reporting unit (previously proposed in Attachment A) with the following table:

(In thousands)

Balances Resulting
from Push-down
Accounting

Dispositions

Foreign
Currency

Impairment

Adjustments

Balances as of
December 31,
2008

 United States

$
3,121,645

$
—

$
—

$
(2,296,915
)

$
—

$
824,730

 France

122,865

—

(14,747
)

(23,620
)

—

84,498

 Switzerland

57,664

—

(977
)

—

198

56,885

 Australia

40,520

—

(11,813
)

—

(529
)

28,178

 Belgium

37,982

—

(4,549
)

—

—

33,433

 Sweden

31,794

—

(8,118
)

—

—

23,676

 Norway

26,434

—

(7,626
)

—

—

18,808

 Ireland

16,224

—

(1,939
)

(7,505
)

—

6,780

 United Kingdom

32,336

—

(10,162
)

(22,174
)

—

—

 Italy

23,649

(542
)

(2,808
)

(20,521
)

222

—

 China

31,187

—

234

(31,421
)

—

—

 Spain

21,139

—

(2,537
)

(18,602
)

—

—

 Turkey

17,896

—

—

(17,896
)

—

—

 Finland

13,641

—

(1,637
)

(12,004
)

—

—

 Canada

35,390

—

(5,783
)

(24,687
)

—

4,920

 All Others – Americas

86,770

—

(23,822
)

—

—

62,948

 All Others – International

54,265

—

3,160

(19,692
)

(2,448
)

35,285

$
3,771,401

$
(542
)

$
(93,124
)

$
(2,495,037
)

$
(2,557
)

$
1,180,141

3.
We note your response to prior comment 5. In order that we may better understand the basis for your reporting, please provide us copies of financial reports reviewed by your
chief operating decision maker. Also, please identify for us who your chief operating decision maker is with specific reference to paragraph 12 of SFAS 131.

 Paragraph 12 of SFAS 131 states: “The term chief operating decision maker identifies a function, not necessarily a manager with a specific
title. That function is to allocate resources to and assess the performance of the segments of an enterprise. Often the chief operating decision maker of an enterprise is its chief executive officer or chief operating officer, but it may be a group
consisting of, for example, the enterprise’s president, executive vice presidents, and others.”

 The Company determined that its
chief operating decision maker is its Chief Executive Officer determined under the guidance in paragraph 12 of SFAS 131. The Company’s segment manager for the Americas segment is its President and Chief Executive Officer – Americas
determined under the guidance in paragraph 14 of SFAS 131. The Company’s segment manager maintains regular contact with the Company’s chief operating decision maker to discuss operating activities, financial results, forecasts, or plans
for the Americas division.

 Securities and Exchange Commission

 June 17, 2009

  Page
 3
 of 5

 The Company is supplementally providing to the Staff, under separate cover and in hard copy, examples
of the discrete financial information which the chief operating decision maker reviews for the Americas segment.

 The reports include the
Company’s financial model, Business on Books and financial summary (collectively, the “Supplemental Information”). The financial model is used to forecast the Company’s financial performance. The Business on Books report is used
as a revenue predictor. Lastly, the financial summary discloses information about the different advertising displays available in the Company’s U.S. markets as well as its operations in Latin America and Canada. Traditional outdoor is comprised
of the Company’s billboard and poster displays and the specialty market is comprised of its airport, mall, taxi and spectacular displays. Pursuant to Rule 12b-4 of the Securities Exchange Act of 1934, as amended, the Company is requesting that,
upon the Staff’s completion of its review of the Supplemental Information, the Staff return the Supplemental Information to the Company.

 Note B
– Intangible Assets and Goodwill

 Definite-lived Intangibles, page 75

4.
We note your response to prior comment 7. It is unclear to us why you stated that management does not believe that any material value exists for the trade name utilized by the
outdoor business. Please refer to your disclosure on page 24 which details the benefit from your association with Clear Channel Communications and the risks arising from your separation. Please clarify your statements and reconcile
inconsistencies.

 In the event the Company’s right to use the “Clear Channel” brand name and logo and
corporate name expires, it will be required to develop, promote and conduct its business under a new brand name. The Company may need to expend time, effort and resources to establish a new brand name in the marketplace however it does not expect
that such re-branding will have a material impact on its business, financial condition or results of operations. As noted on page 73, the Company has spent $15.9 million, $14.8 million and $10.4 million on advertising expenses during the three years
ended December 31, 2008, 2007 and 2006, respectively, in each case less than 0.5% of revenue.

 Management believes that the buying
decision for the Company’s customers is based on the strength of the network of locations for outdoor advertising it can offer. The strength of its network is reflected in the value of its permits and site-leases and not its trade name.

 In addition, Clear Channel Communications has not charged any fee for use of the Clear Channel name since the Company’s initial public
offering in December 2005. This conclusion was based on management’s assessment of the value of the trade name and Clear Channel Communications agreed with this assessment.

 Therefore, the Company believes that the value of the trade name is not material for the following reasons:

(i)
the Company spends a nominal amount of money on advertising to support the trade name;

(ii)
an advertising buyer’s decision to advertise with the Company over a competing outdoor company is not based on the trade name but rather on the strength of the Company’s
network of locations for outdoor advertising;

 Securities and Exchange Commission

 June 17, 2009

  Page
 4
 of 5

(iii)
historical re-branding has had no material impact on business performance of the Company’s respective markets or locations;

(iv)
a long-standing position with the Internal Revenue Service that the trade name has no value for purpose of transfer pricing calculations; and

(v)
Clear Channel Communications does not charge the Company a fee for use of the trade name.

 However, the Company recognizes the Staff’s concerns relating to the inconsistencies between the disclosures on page 24 and the response to prior comment 7. The Staff’s comments have allowed the Company to
reevaluate the disclosures on page 24. As a result, the Company is proposing deleting the disclosure on page 24 under the headings:

•

 “We only have the right to use the Clear Channel brand name, logo and corporate name for so long as Clear Channel Communications owns shares of our common
stock representing at least 50% of the total voting power of our common stock. If Clear Channel Communications’ ownership falls below such threshold and we fail to establish in a timely manner a new, independently recognized brand name with a
strong reputation, our revenue and profitability could decline.”; and

•

 “Any future separation from Clear Channel Communications could adversely affect our business and profitability due to Clear Channel Communications’ strong
brand and reputation.”

 and including the following revised disclosure:

 We only have the right to use the “Clear Channel” brand name, logo and corporate name for so long as Clear Channel Communications owns
shares of our common stock representing at least 50% of the total voting power of our common stock.

 Our corporate name is
“Clear Channel Outdoor Holdings, Inc.,” and we and our subsidiaries currently use the “Clear Channel” brand name and logo in marketing our products and services. Pursuant to a trademark license agreement, Clear Channel
Communications grants us the right to use the “Clear Channel” mark and logo in connection with our products and services and the right to use “Clear Channel” in our corporate name and the corporate names of our subsidiaries until
12 months after the date on which Clear Channel Communications owns shares of our common stock representing less than 50% of the total voting power of our common stock. In the event our right to use the “Clear Channel” brand name and logo
and corporate name expires, we will be required to develop, promote and conduct our business under a new brand name. Although at that time we may need to expend significant time, effort and resources to establish a new brand name in the marketplace,
we do not expect that such re-branding will have a material impact on our business, financial condition or results of operations. We believe that the buying decision for our customers is based on the strength of the network of locations for outdoor
advertising we can offer. The strength of our network is reflected in the value of our permits and site-leases.

 *        *        *        *

 Securities and Exchange Commission

 June 17, 2009

  Page
 5
 of 5

 In connection with responding to the Staff’s comments, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 If you have any questions regarding these responses, please contact Herb Hill at (210) 822-2828.

Very truly yours,

 /s/ Herbert W. Hill, Jr.

Herbert W. Hill, Jr.

Senior Vice President and Chief Accounting Officer

cc:

Randall T. Mays

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3720

       June 5, 2009

VIA US MAIL AND FAX (210) 832-3173

Randall T. Mays
Chief Financial Officer and Director Clear Channel Outdoor Holdings, Inc. 200 East Basse Road San Antonio, Texas  78209
 Re: Clear Channel Outdoor Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 2, 2009
  File No. 001-32663

Dear Mr. Mays:
We have reviewed your supplemental response letter dated May 18, 2009 as well
as your filings and have the following comments.  As noted in our comment letter dated April 3, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.   Form 10-K for the fiscal year ended December 31, 2008

Critical Accounting Estimates, page 55
Indefinite-lived Assets, pages 56-57
Goodwill, page 77

1. We note your response to prior comment 2 and your proposed disclosure.  Please
define normalized operating margins as used within the context of your response.
 2. We note your response to prior comment 3.  Please disclose the impairment charge recorded for each reporting unit.  Such disclosure should accompany or could be presented in a rollforward with the breakdown of your goodwill balance by reporting unit as of December 31, 2008.

3. We note your response to prior comment 5.  In order that we may better understand the basis for your reporting, please provide us copies of financial

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc. June 5, 2009 Page 2
reports reviewed by your chief operating decision maker.  Also, please identify for us who your chief operating decision maker is with specific reference to paragraph 12 of SFAS 131.

Note B – Intangible Assets and Goodwill

Definite-lived Intangibles, page 75
 4. We note your response to prior comment 7.  It is unclear to us why you stated that management does not believe that any material value exists for the trade name utilized by the outdoor business.  Please refer to your disclosure on page 24 which details the benefit from your association with Clear Channel Communications and the risks arising from your separation.  Please clarify your statements and reconcile inconsistencies.

*    *    *    *

Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Kathryn Jacobson, Senior Staff Accountan t, at (202) 551-3365 or Kyle Moffatt,
Accountant Branch Chief, at (202) 551-3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
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corresp

May 18, 2009

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Kyle Moffatt

    Re:

    Clear Channel Outdoor Holdings, Inc. (the “Company”)

Form 10-K for the fiscal year ended December 31, 2008, filed March 2, 2009

 File No. 001-32663

Dear Mr. Moffat:

          This letter is in response to the Staff’s comments to the Company by its letter dated May 13,
2009 relating to the above-referenced Form 10-K. Our responses are referenced to the applicable
Staff comment and the paragraph numbering used for each response set forth below corresponds to the
paragraph numbering used in the Staff’s comment letter.

Form 10-K for the fiscal year ended December 31, 2008

    1.

    We note your response to prior comment 3 and reissue our comment. Please tell us why you
significantly increased your provision for doubtful accounts from $10.5 million in 2007 to
$32.9 million in 2008, with most of the increase occurring after the merger. Additionally,
tell us the extent of your exposure to bad debt from national agency accounts in the
automotive and retail advertising categories. Revise your disclosures in future filings.

The increase in the bad debt expense (specifically the charges to costs, expenses and other)
increased from $10.5 million in 2007 to $32.9 million in 2008 (an increase of approximately $22.5
million) primarily in the Americas segment during the fourth quarter of 2008 as a result of the
economic downturn. As previously articulated to the Staff, approximately $17 million of the change
was associated with the Americas segment, including approximately $4 million related to
deterioration in the aging of our accounts receivable which occurred in the fourth quarter of 2008.
Approximately $10 million of the $17 million charge in the Americas segment related to national
agency receivables reflecting our best estimate of the collectibility risks in light of the
deteriorating macroeconomic environment. Such national agency accounts were not deemed a
collection risk at either December 31, 2007 or the purchase accounting date of July 30, 2008.
Included in the $10 million additional reserve in the Americas segment, we determined certain
automotive and retail categories were high risk industries with evident liquidity issues and
reserved approximately $4 million for these accounts. Automotive and retail categories represent

Securities and Exchange Commission

May 18, 2009

Page 2 of 11

approximately 11% and approximately 22%, respectively, of our overall accounts receivable and
allowance for doubtful accounts balances at December 31, 2008.

The Company recorded a provision of approximately $3 million related to deterioration in the aging
of our accounts receivable in the International segment. We also recorded a customer specific
provision of approximately $2 million in our International segment.

Critical Accounting Estimates, page 55

Indefinite-lived Assets, pages 56-57

    2.

    We note your response to prior comment 7. Please clarify your proposed disclosure with
respect to the following points:

    •

    Whether your fundamental assumptions on “normalized operating margins,” discount rate,
and growth rate after build-up period were the same in the Americas as in the international
segment and if so, what the basis was for your conclusion.

Our indefinite-lived assets consist of billboard permits in the United States and Canada. Due to
significant differences in the regulatory environment and business practices, there are no such
indefinite-lived assets in other locations. Accordingly, the disclosures in respect to the
impairment test for indefinite-lived assets relate only to the Americas segment. The Company will
add the following additional sentence to its disclosures:

“Due to significant differences in both business practices and regulations, billboards in our
International segment are subject to long-term, finite contracts versus permits in the United
States and Canada which are effectively issued in perpetuity. Accordingly, there are no
indefinite-lived assets in our International segment.”

    •

    What you assumed as the industry-average growth in your discrete build-up and terminal
periods.

The Company has responded to this Staff comment by providing an excerpt of the Form 10-K. Please
see Attachment A.

    •

    If the WACC that reflects a pre-tax rate of return on debt was applied to pre-tax cash
flows.

The Company has responded to this Staff comment by providing an excerpt of the Form 10-K. Please
see Attachment A.

    •

    For your sensitivity analysis, provide the impact on the fair value of each of your
reportable segments of a 100 basis point increase in your discount rate.

Securities and Exchange Commission

May 18, 2009

Page 3 of 11

The Company has responded to this Staff comment by providing an excerpt of the Form 10-K. Please
see Attachment A.

    •

    Whether you recorded an impairment charge for all billboard permits at the market level
in the Americas segment and international segment.

As discussed above, we recorded indefinite-lived assets only in the Americas segment, specifically
the United States and Canada. The company experienced impairment charges on its billboard permits
in all but 5 of its markets. The book value of the indefinite-lived assets in the 5 markets without
impairments amounted to approximately $5 million at July 31
and December 31, 2008.

The Company has responded to this Staff comment by providing an excerpt of the Form 10-K. Please
see Attachment A.

Goodwill, page 57

    3.

    We note your response to prior comment 9. Please expand your proposed disclosures with
respect to the following:

    •

    If you applied the same discount rate to the cash flows of both the Americas and the
international segment over the discrete ten-year forecast period. If so, tell us the basis
of your assumption.

The Company determined discount rates independently for each of the segments, based on
segment-specific factors and attributes. Such analysis resulted in a discount rate of 8.5% and
9.0% for the Americas and International segment, respectively, for purpose of the purchase
accounting. As further discussed in question #4 below, the discount rate independently determined
for each segment for purposes of the impairment test in December 2008 was 12.5% for both Americas
and the International segment.

    •

    Whether you recorded an impairment charge for all reporting units.

The Company has responded to this Staff comment by updating the table on page 8 of the Attachment A
to the initial response letter, dated April 24, 2009.

    •

    For your sensitivity analysis, provide the impact on the fair value of each of your
reportable segments of a 100 basis point increase in your discount rate.

The Company has responded to this Staff comment by updating the table on page 8 of the Attachment A
to the initial response letter, dated April 24, 2009.

    •

    Finally, we believe your disclosure should address your estimates of future cash flows,
as follows:

Securities and Exchange Commission

May 18, 2009

Page 4 of 11

    o

    Provide a discussion of your historical cash
flow growth rates and explain how your historical growth rates were
considered when determining the growth rate to be utilized in your cash
flow projections.

The Company has responded to this Staff comment by providing an excerpt of the Form 10-K. Please
see Attachment A.

    o

    Disclose the growth rate you need to achieve in
your cash flow projections in order to avoid having a goodwill
impairment charge.

The Company agrees with the Staff’s observation that a growth rate necessary to avoid an impairment
charge could be useful information to the reader of the financial statements. However, the Company
believes there are significant inherent deficiencies in the calculation of a single growth rate, so
a disclosure of such rate would actually be misleading to the reader of the financial statements.
A single compounded annual growth rate over the cash flow projection period does not accurately
portray the level of cash flow growth necessary to avoid a potential impairment charge at every
point in time during the projection period.

For example, if the Company achieved compound annual growth rates of 8.1% and 5.3% in the Americas
and International segments, respectively, the growth rate would imply there would be no impairment
charge. However, the Company could be required to record an impairment charge in an early year of
the projection period because of a decline in cash flow or an increase in the discount rate while
still achieving a compound annual growth rate of 8.1% and 5.3%, respectively, over the projection
period.

The Company would refer the Staff to the revised sensitivity disclosures in the excerpt of the Form
10-K. Please see Attachment A.

    o

    In view of the current economic environment,
discuss in greater detail how you considered the uncertainties inherent
in your estimated future growth rates. For example, you should explain
if and when you anticipated a recovery of the economy in your growth
rates used in your cash flows analysis. In this regard, we note your
general statement that “adverse economic and industry conditions on the
demand for advertising negatively impacted the 2009 projected cash
flows.”

The Company has responded to this Staff comment by providing an excerpt of the Form 10-K. Please
see Attachment A.

Securities and Exchange Commission

May 18, 2009

Page 5 of 11

    4.

    Please tell us why you believe it is appropriate to use both a risk-adjusted discount rate
and risk-adjusted cash flows in your discounted cash flows in your discounted cash
flow model. In this regard, we note your statement in the last paragraph on page 6 of
Attachment A of your response that the “impact of adverse economic and industry conditions on
the demand for advertising negatively impacted the 2009 forecasted cash flows in the
discounted cash flow models” and on page 7 that you applied an adjustment to the WACC to
capture the unsystematic risk (the Company/asset specific risk). Further, explain to us in
greater detail the reasons for the significant increase in the WACC from July 2008 to the
interim impairment test performed as of December 31, 2008.

The Company agrees with the Staff’s observation that it would not be appropriate to reflect its
operations’ risk in both the forecasted cash flows as well as the thereon applied discount factor.
The Company submits respectfully that it reflects the risk inherent in its forecasted cash flows
solely in the appropriate discount rate and not in any “haircuts” or “worst case” scenarios of such
cash flows. Management determines its forecasted cash flows based on all relevant available
information and does not include a risk adjustment to such information. Management’s approach in
determining its best estimate was consistent in methodology between July 31, and December 31, 2008.
The Company’s forecasted cash flows decreased between its initial determination of fair values for
purpose of purchase accounting and the goodwill impairment test pursuant to FAS 142 due to
observable changes in the economic environment, as further described in Item 1A in our Form 10-K
for 2008.

As discussed in question #3 above, the Company applied a WACC of 8.5% and 9.0 % to the Americas and
International segments, respectively, in the determination of fair values for purpose of purchase
accounting as of July 31, 2008. For purpose of the impairment test, the Company calculated a WACC
independently for each of the Americas and International segments and determined a WACC for each of
12.5%. The primary reason for the significant increase in such WACC was the observable risk
premium required by the public markets due to the decline in the macroeconomic environment. In
line with the outdoor advertising industry trends, the Company’s
operations and expected cash flow
are subject to significant uncertainties about future developments, including timing and severity
of the recessionary trends and customers’ behaviors as discussed in Item 1A of the Company’s Form
10-K for 2008. Management performed an analysis with the assistance of its third party valuation
services provider resulting in an increased implicit risk premium for the outdoor advertising
industry in the public markets of approximately 3%-points. This analysis considered the increase in
the required rate on debt for an applicable portfolio from 9.7% in the third quarter to 12.6% in
the fourth quarter of 2008 and a significant increase in the industry beta for the same time
period.

In addition, the Company compared the aggregated fair values of all reporting units to the
Company’s market capitalization to test our results for reasonableness. The fair values derived
with such increased discount rates resulted in a reasonable implied control premium in light of

Securities and Exchange Commission

May 18, 2009

Page 6 of 11

the discussion in SFAS 142, Goodwill and Other Intangible Assets, paragraph 23 and B154, and EBITDA
multiples compared with relevant competitors.

The discount rate utilized in the valuation of the outdoor permits as of December 31, 2008 excludes
the 300 basis point risk premium that was added to the industry WACC used in the valuation of the
reporting unit. Management believes the exclusion of this premium is appropriate given the
difference between the nature of the permit and reporting unit cash flow projections. The cash
flow projections utilized under the direct valuation method for the permits are derived from
utilizing industry “normalized” information for the existing portfolio of permits. Given that the
underlying cash flow projections are based on industry normalized information, application of an
industry average discount rate is appropriate. Conversely, our cash flow projections for the
overall reporting unit are based on our internal forecast for the business and incorporate future
growth and initiatives unrelated to the existing permit portfolio. Additionally, the projections
for the reporting unit include cash flows related to non-permit based assets. In the valuation of
the reporting unit, a risk premium was added to the industry WACC due to the risks inherent in
achieving the projected cash flows of the reporting unit.

    5.

    We note your response to prior comment 10. While EITD D-101 states that the assessment of
economic similarities should be more qualitative than quantitative, it does not provide for a
total exclusion of quantitative factors. Accordingly, please tell us your consideration of
quantitative factors, particularly, long-term financial performance analogizing to paragraph
17 of SFAS 31, which support your conclusion that the components in the U.S. markets,
including Canada, Mexico, Peru and Brazil, are economically similar. It appears from your
response that you only considered qualitative factors.

In responding to the Staff, the Company would like to clarify that only the United States markets
(i.e., United States components) are aggregated in the United States reporting unit. The Canada,
Mexico, Peru and Brazil reporting units are not aggregated in the United States reporting unit,
they are a part of the Americas reporting segment (see response #6 below for further discussion).

The Company monitors various operating metrics (including operating income before depreciation and
amortization and non-cash compensation (“OIBDAN”)) for each of its United States markets. The
Company monitors these metrics to ensure that there are consistent trends in their movements,
between all markets based on industry trends and overall macroeconomic conditions.

The basic economic characteristics of each of the United States markets are very similar. Revenues
and related revenue trends are highly correlated to

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       May 13, 2009

Randall T. Mays Chief Financial Officer and Director Clear Channel Outdoor Holdings, Inc. 200 East Basse Road San Antonio, Texas  78209
 Re: Clear Channel Outdoor Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 2, 2009
  File No. 001-32663

Dear Mr. Mays:
We have reviewed your supplemental response letter dated April 24, 2009  as
well as your filings and have the following comments.  As noted in our comment letter dated April 3, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.   Form 10-K for the fiscal year ended December 31, 2008

1. We note your response to prior comment 3 and reissue our comment.  Please tell us why you significantly increased your provision for doubtful accounts from $10.5 million in 2007 to $32.9 million in 2008, with most of the increase occurring after the merger.  Additionally, tell us the extent of your exposure to bad debt from national agency accounts in the automotive and retail advertising categories.  Revise your disclosures in future filings.
 Critical Accounting Estimates, page 55

Indefinite-lived Assets, pages 56-57

2. We note your response to prior comment 7. Please clarify your proposed disclosure with respect to the following points:
• Whether your fundamental assumptions on “normalized operating margins,” discount rate, and growth rate after the build-up period were the same in the Americas as in the international segment and if so, what the basis was for your conclusion.

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc.
May 13, 2009 Page 2
• What you assumed as the industry-average growth in your discrete build-up and terminal periods.
• If the WACC that reflects a pre-tax rate of return on debt was applied to pre-tax cash flows.
• For your sensitivity analysis, provide the impact on the fair value of each of your reportable segments of a 100 basis point increase in your discount rate.
• Whether you recorded an impairment charge for all billboard permits at the
market level in the Americas segment and international segment.
 Goodwill, page 57

3. We note your response to prior comment 9.  Please expand your proposed disclosures with respect to the following:

• If you applied the same discount rate to the cash flows of both the Americas and the international segment over the discrete ten-year forecast period.  If so, tell us the basis for your assumption.
• Whether you recorded an impairment charge for all reporting units.
• For your sensitivity analysis, provide the impact on the fair value of each of your reportable segments of a 100 basis point  increase  in your discount rate.
• Finally, we believe your disclosure should address your estimates of future cash flows, as follows:

o Provide a discussion of your historical cash flow growth rates and explain how your historical growth rates were considered when determining the growth rate to be utilized in your cash flow projections.
o Disclose the growth rate you need to achieve in your cash flow projections in order to avoid having a goodwill impairment charge.
o In view of the current economic environment, discuss in greater detail how you considered the uncertainties inherent in your estimated future growth rates. For example, you should explain if and when you anticipated a recovery of the economy in your growth rates used in your cash flows analysis.  In this regard, we note your general statement that “adverse economic and industry conditions on the demand for advertising negatively impacted the 2009 projected cash flows.”

4. Please tell us why you believe it is appropriate to use both a risk-adjusted discount rate and
 risk-adjusted cash flows in your discounted cash flow model.  In this regard,
we note your statement in the last paragraph on page 6 of Attachment A of your response that the “impact of adverse economic and industry conditions on the demand for advertising negatively impacted the 2009 forecasted cash flows in the discounted cash flow models” and on page 7 that you applied an adjustment to the WACC to capture the unsystematic risk (the Company/ asset specific risk).  Further,

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc.
May 13, 2009 Page 3
explain to us in greater detail the reasons for the significant  increase in the WACC
from July 2008 to the interim impairment test performed as of December 31, 2008.

5. We note your response to prior comment 10.  While EITF D-101 states that the assessment of economic similarities should be more qualitative than quantitative, it does not provide for a total exclusion of quantitative factors.  Accordingly, please tell us your consideration of quantitative factors, particularly, long-term financial performance analogizing to paragraph 17 of SFAS 131, which support your conclusion that the components in the U.S. markets, including Canada, Mexico, Peru and Brazil, are economically similar.  It appears from your response that you only considered qualitative factors.
 6. Further, your response states that each of your U.S. markets is a component and all should be aggregated into a single reporting unit.  However, your response does not appear to adequately address why the other components, Canada, Mexico, Peru and Brazil, are included in the same reporting unit with the U.S. markets.
 Note B – Intangible Assets and Goodwill

Definite-lived Intangibles, page 75

7. We note your response to prior comment 12.  Tell us why no value was assigned to the “Clear Channel” trademark during the merger, notwithstanding your right to use the name and logo “until 12 months after the date on which Clear Channel Communications owns shares of our common stock representing less than 50% of the total voting power of our common stock,” per your disclosure on page 24.  Refer to paragraphs 39 and A14(a)(1) of SFAS 141.  Additionally, tell whether you gave recognition to the Clear Channel trademark when you performed step two of the goodwill impairment test.  If not, tell us why not.

Goodwill, page 77

8. With respect to prior comment 13, please expand your MD&A and disclosures on
critical estimates, as appropriate, to explain in detail why the Americas segment, despite its declining share of total revenues, appears to have significantly higher profit margins than the International segment.  Additionally, please clarify:

• Whether the higher site lease costs driven by competitive bidding referred to (in the penultimate paragraph) on page 37 constitute one-time expenses that are incurred in new markets or are recurring costs of business in established markets.
• How the higher site lease costs impact the valuations derived from projected cash flows assumed during the buildup period for the purpose of valuing permits and during the forecast period for the purpose of valuing goodwill,

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc. May 13, 2009 Page 4
and particularly, how you factored them in deriving “normalized operating margins.”
• Why selling, general and administrative expenses are significantly higher in the international segment than in the Americas.
  Form 10-Q for the Quarterly Period Ended March 31, 2009

 Note 1 – Basis of Presentation and New Accounting Standards

Clear Channel Communications Merger, page 8

9. Please tell us the nature of the additional information, which led you to lower the initial fair value estimate of your permits, contracts and site leases in the Americas segment by $126 million and decrease deferred taxes by $51 million.

*    *    *    *

Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Kathryn Jacobson, Senior Staff Accountan t, at (202) 551-3365 or Kyle Moffatt,
Accountant Branch Chief, at (202) 551-3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,

        L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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corresp

April 24, 2009

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:     Mr. Kyle Moffatt

    Re:

    Clear Channel Outdoor Holdings, Inc. (the “Company”)
Form 10-K for the fiscal year ended December 31, 2008, filed March 2, 2009
File No. 001-32663

Dear Mr. Moffat:

     This letter is in response to the Staff’s comments to the Company by its letter dated April 3,
2009 relating to the above-referenced Form 10-K. Our responses are referenced to the applicable
Staff comment and the paragraph numbering used for each response set forth below corresponds to the
paragraph numbering used in the Staff’s comment letter.

Item 1. Business

Sources of Revenues, page 5

    1.

    We note that for all of your billboards in the United States, you use independent third
party-auditing companies to verify the number of impressions delivered by a display. Please
tell us how you utilize this information.

The Traffic Audit Bureau (“TAB”) is a tri-party consortium funded by advertisers, advertising
agencies and the outdoor industry. The TAB compiles the daily effective circulation (“DEC”), which
is based on traffic count, of a particular display. This information is posted on-line and is
available to TAB members. The information supplied by TAB is one of the factors for determining
the pricing of a particular display and is used as a sales resource. Generally, the more
impressions a display delivers, the higher the rate. In addition, the TAB also audits sales
proposals to determine if the DEC’s contained in the proposal are accurate. These selected audits
ensure that the outdoor advertising data is presented to potential advertising customers
consistently across the various competitors.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Americas Results of operations, page 43

International Results of operations, page 44

    2.

    Please revise to discuss how you expect customer cancellations and non-renewals during the
fourth quarter to impact each of your segments prospectively in 2009.

Securities and Exchange Commission

April 24, 2009

Page 2 of 13

The Company is unable to estimate the impact customer cancellations and non-renewals will have on
its segments prospectively in 2009 because the factors that affect cancellations and non-renewals
continue to be in a state of flux which makes future visibility uncertain. However, the Company
states on page 36 under Description of Business, “Our outdoor advertising business has been, and
may continue to be, adversely impacted by the difficult economic conditions currently present in
the United States and other countries in which we operate. The continuing weakening economy has,
among other things, adversely affected our clients’ need for advertising and marketing services,
resulted in increased cancellations and non-renewals by our clients, thereby reducing our occupancy
levels and could require us to lower our rates in order to remain competitive, thereby reducing our
yield, or affect our client’s solvency. Any one or more of these effects could materially affect
our business, financial condition and results of operations.”

    3.

    Tell us the source and nature of the significant increase in bad debt in the Americas’
business, particularly after your merger. Per schedule set forth on page 107, you reported a
significant increase in the allowance for doubtful accounts during the period from July 31
through December 31, 2008.

Approximately $17 million of the reserve for bad debt after the merger was attributable to the
Company’s America’s segment. Approximately $4 million was attributable to deterioration in agings
based on our standard policies and the remainder due to payment concerns on specific national
agency accounts primarily in the automotive and retail advertising categories.

    4.

    We note your disclosure that direct operating expenses increased as a result of new site
lease contracts for both the Americas and the International segments. In light of the fixed
and long-term nature of these expenses, it is unclear to us how direct operating expenses
decreased sequentially during the third and fourth quarters of 2008 as set forth in Note O.
Please advise.

Direct operating expenses increased approximately $5 million in the Company’s Americas segment
during the period noted. However, the increase was offset by a direct operating expense decline in
the Company’s International segment. This decline was attributable to movements in foreign
exchange. On a constant dollar basis (as defined on page 37), direct operating expenses in the
Company’s International segment would have increased approximately $2.5 million during the period
noted.

Cash Flows, page 46

    5.

    We note that in lieu of a discussion and analysis of cash flows, you merely recited net
changes in the major captions in the Statements of Cash Flows. Please provide an enhanced
analysis and explanations of the sources and uses of cash and material changes in particular
items underlying the major captions as reported therein for all periods presented.

The Company will add the following disclosure to the Form 10-K:

Investing Activities

     2008

Securities and Exchange Commission

April 24, 2009

Page 3 of 13

     We spent $175.8 million in our Americas segment for the purchase of property, plant and
equipment mostly related to the construction of new billboards. We spent $182.5 million in our
International segment for the purchase of property, plant and equipment mostly related to new
billboard and street furniture contracts and renewals of existing contracts.

     Our Americas segment paid $55.1 million for the acquisition of advertising structures and the
final earnout payments for Interspace Airport Advertising, which we acquired in July 2006. Our
International segment paid $41.4 million primarily related to the acquisition of additional equity
interests in outdoor companies and the acquisition of advertising structures.

     We also received proceeds of $41.5 million from asset sales, $34.2 million of which was from
the disposal of land and buildings in our International segment.

     2007

     We spent $142.8 million in our Americas segment for the purchase of property, plant and
equipment mostly related to construction of new billboards. We spent $132.9 million in our
International segment for the purchase of property, plant and equipment mostly related to new
billboard and street furniture contracts and renewals of existing contracts.

     During 2007, our Americas segment paid $39.5 million in cash primarily to acquire display
faces. In addition, our International segment paid $29.6 million, which includes the acquisition
of an outdoor advertising business in Romania, additional equity interests in outdoor companies and
the acquisition of advertising structures.

     2006

     We spent $90.5 million in our Americas segment for the purchase of property, plant and
equipment mostly related to construction of new billboards. We spent $143.4 million in our
International segment for the purchase of property, plant and equipment mostly related to new
billboard and street furniture contracts and renewals of existing contracts.

     We completed the acquisition of Interspace on July 1, 2006 and paid cash consideration of
$76.5 million. In addition our Americas segment acquired display faces for $55.4 million in cash.
Our International segment acquired display faces and additional equity interests in outdoor
companies for $105.7 million, including the acquisition of an outdoor advertising business in the
United Kingdom.

Financing Activities

     2008

     Net cash used in financing activities of $232.8 million for 2008 reflected a net reduction in
debt and credit facilities of $67.6 million and net transfers of cash to Clear Channel
Communications of $169.2 million. The net transfers of cash to Clear Channel Communications
represent the activity in the “Due from/to Clear Channel Communications” account. This

Securities and Exchange Commission

April 24, 2009

Page 4 of 13

activity primarily relates to working capital and settlement of interest on the cash
management notes and the $2.5 billion note payable to Clear Channel Communications.

     2007

     Net cash used in financing activities of $305.8 million for 2007 is primarily related to the
net transfer of cash to Clear Channel Communications of $302.9 million. The net transfers of cash
to Clear Channel Communications represent the activity in the “Due from/to Clear Channel
Communications” account. This activity primarily relates to working capital and settlement of
interest on the cash management notes and the $2.5 billion note payable to Clear Channel
Communications.

     2006

     Net cash used in financing activities of $53.2 million for 2006 principally reflects a net
reduction in debt of $59.7 million. The net transfers of cash to Clear Channel Communications
represent the activity in the “Due from/to Clear Channel Communications” account. This activity
primarily relates to working capital and settlement of interest on the cash management notes and
the $2.5 billion note payable to Clear Channel Communications.

Debt with Clear Channel Communications, pages 49-50

    6.

    We note that you maintain collection bank accounts which are swept daily into accounts of
Clear Channel Communications. Per your disclosure, unlike the management of cash from your
U.S. based operations, the amount of cash, if any, which is transferred from your foreign
operations to Clear Channel Communications is determined on a “basis mutually agreeable” to
you and Clear Channel Communications based on the “reasonable foreseeable cash needs of your
foreign operations.” Addressing existing and known or reasonably likely future cash
requirements of your foreign operations, please disclose the nature of such needs which are
evaluated regularly for cash management purposes.

The Company will add the following disclosure to its Form 10-K:

“The Company’s foreign operations forecast their cash needs to satisfy general working capital
requirements and capital expenditures. The Company’s foreign operations also evaluate anticipated
cash flows from various investing activities. Therefore, to the extent that anticipated cash on
hand from the Company’s foreign operations is not enough to satisfy its cash needs, the foreign
operations will either borrow from local credit facilities that may be available to those
operations or the Company will transfer required funds to its foreign operations. However, the
Company’s $150.0 million sub-limit facility is not currently available as Clear Channel
Communications drew the remaining availability on February 6, 2009. To the extent that cash on
hand from the Company’s foreign operations exceeds its cash needs, the foreign operations may repay
local credit facilities (which could include the $150.0 million sub-limit) or the Company may
repatriate that cash for use domestically.”

Securities and Exchange Commission

April 24, 2009

Page 5 of 13

Critical Accounting Estimates, page 55

Indefinite-lived Assets, page 56

    7.

    We note that indefinite-lived intangibles which consist of billboard permits accounted for
19% of total assets as of December 31, 2008. In light of the significance of the remaining
indefinite-lived intangibles’ balance, we expect robust and comprehensive disclosure in your
critical accounting policies regarding your impairment testing policy. This disclosure should
provide investors with sufficient information about management’s insights and assumptions with
regard to the recoverability of your billboard permits. Specifically, we believe you should
provide the following information:

    •

    Provide a more detailed description of the steps you perform to review your billboard
permits for recoverability.

The Company has responded to this Staff comment by providing a marked excerpt of the Form 10-K.
Please see Attachment A.

    •

    Describe the nature of the valuation techniques you employed in performing the
impairment tests. Qualitatively and quantitatively describe in more detail the significant
estimates and assumptions used in your valuation model to determine the fair value of each
unit of accounting under your direct valuation method and how you derive “industry
normalized information.” For example, you should disclose at a minimum your assumptions
with respect to market revenue growth rates, market share, profit margin, duration and
profile of the build-up period, how estimated start-up capital costs and losses incurred
during the build-up period were determined, the risk adjusted discount rates and terminal
values. Discuss your consideration of any market risk premiums.

The Company has responded to this Staff comment by providing a marked excerpt of the Form 10-K.
Please see Attachment A.

    •

    Describe changes to the assumptions and methodologies, if any, since your annual
impairment test. In addition, tell us how the assumptions in your most recent test were
impacted by the current economic environment. For example, you should explain in detail
how your discount rates reflect the market risk premiums that have been noted in the
current equity and debt markets.

The Company has responded to this Staff comment by providing a marked excerpt of the Form 10-K.
Please see Attachment A.

    •

    Further, disclose any changes to your units of accounting or allocations of building
permits by unit of accounting and the reasons for such changes.

There were no changes to the Company’s units of accounting.

    •

    Provide a table showing:

Securities and Exchange Commission

April 24, 2009

Page 6 of 13

    1.

    the carrying value and the fair value of each unit of accounting. Alternatively,
if you do not disclose the fair value of each unit of accounting, you should disclose
its fair value if it does not exceed its carrying value by a significant amount; and

The Company has responded to this Staff comment by inserting “The fair value of our permits equaled
their carrying value after recognition of the non-cash impairment charge.” Please see Attachment
A.

    2.

    using hypothetical percentage reductions in fair value, disclose the impairment
amount that would have occurred had the hypothetical reduction in fair value existed at
the time of your impairment testing.

The Company has responded to this Staff comment by providing a marked excerpt of the Form 10-K.
Please see Attachment A.

    •

    In addition, if the fair value of any of your units of accounting does not, or would
not, exceed its carrying value by a significant amount, provide a sensitivity analysis of
your most recent impairment test assumptions for this unit of accounting based upon
reasonable likely changes similar to what was already provided for you billboard permits
balance on page 57.

The fair value of the Company’s billboard permits equaled their carrying value after recognition of
the non-cash impairment charge. The unit of accounting for the Company’s billboard permits is the
market level. The table on page 57 was produced based on the effect of 100 basis point declines in
the discrete and terminal period revenue growth rate, profit margin and discount rate assumptions
for each unit of accounting.

    8.

    Explain how you determined your units of accounting including your basis for concluding that
separately recorded indefinite-lived intangibles should be combined into a single unit of
accounting for purposes of testing impairment. In this regard, tell us more about your
impairment testing at the “market level” and provide us with your analysis of EITF 02-7.

The Company determined that its billboard permits should be combined into a single unit of
accounting at the market level after consideration of

CORRESP
1
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corresp

April 13, 2009

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Mr. Kyle Moffatt

    Re:

    Clear Channel Outdoor Holdings, Inc. (the “Company”)

Form 10-K for the fiscal year ended December 31, 2008, filed March 2, 2009

File No. 001-32663

Dear Mr. Moffat:

     This letter is in response to the Staff’s letter dated April 3, 2009. The Company expects to
file its responses to the Staff’s comments relating to the above referenced Form 10-K on April 24,
2009.

    Very truly yours,

    /s/ Herbert W. Hill, Jr.

    Herbert W. Hill, Jr.

    Senior Vice President and Chief Accounting
Officer

    cc:

    Randall T. Mays

President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       April 3, 2009

Randall T. Mays Chief Financial Officer and Director Clear Channel Outdoor Holdings, Inc. 200 East Basse Road San Antonio, Texas  78209
 Re: Clear Channel Outdoor Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 2, 2009
  File No. 001-32663

Dear Mr. Mays:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.  Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the fiscal year ended December 31, 2008

Item 1. Business

Sources of Revenues, page 5

1. We note that for all of your billboards in the United States, you use independent
third party-auditing companies to verify the number of impressions delivered by a display.  Please tell us how you utilize this information.

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc.
April 3, 2009 Page 2  Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Americas Results of Operations, page 43

International Results of Operatioins, page 44

2. Please revise to discuss how you expect customer cancellations and non-renewals during the fourth quarter to impact each of your segments prospectively in 2009.
 3. Tell us the source and nature of the significant increase in bad debt in the Americas’ business, particularly after your merger. Per schedule set forth on page 107, you reported a significant increase in the allowance for doubtful accounts during the period from July 31 through December 31, 2008.
 4. We note your disclosure that direct operating expenses increased as a result of new site lease contracts for both the Americas and the International segments. In light of the fixed and long-term nature of these expenses, it is unclear to us how direct operating expenses decreased sequentially during the third and fourth quarters of 2008 as set forth in Note O.  Please advise.
 Cash Flows, page 46

5. We note that in lieu of a discussion and analysis of cash flows, you merely recited net changes in the major captions in the Statements of Cash Flows. Please provide an enhanced analysis and explanation of the sources and uses of cash and material changes in particular items underlying the major captions as reported therein for all periods presented.

Debt with Clear Channel Communications, pages 49-50

6. We note that you maintain collection bank accounts which are swept daily into
accounts of Clear Channel Communications.  Per your disclosure, unlike the management of cash from your U.S. based operations, the amount of cash, if any, which is transferred from your foreign operations to Clear Channel Communications is determined on a “basis mutually agreeable” to you and Clear Channel Communications based on the “reasonably foreseeable cash needs of your foreign operations.”  Addressing existing and known or reasonably likely future cash requirements of your foreign operations, please disclose the nature of such needs which are evaluated regularly for cash management purposes.

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc.
April 3, 2009 Page 3  Critical Accounting Estimates, page 55

 Indefinite-lived Assets, page 56

 7. We note that indefinite-lived intangibles which consist of billboard permits accounted for 19% of total assets as of December 31, 2008.  In light of the significance of the remaining indefinite-lived intangibles’ balance, we expect robust and comprehensive disclosure in your critical accounting policies regarding your impairment testing policy.  This disclosure should provide investors with sufficient information about management's insights and assumptions with regard to the recoverability of your billboard permits.  Specifically, we believe you should provide the following information:
• Provide a more detailed description of the steps you perform to review your
billboard permits for recoverability.

• Describe the nature of the valuation techniques you employed in performing the impairment tests.  Qualitatively and quantitatively describe in more detail the significant estimates and assumptions used in your valuation model to determine the fair value of each unit of accounting under your direct valuation method and how you derive “industry normalized information.”  For example, you should disclose at a minimum your assumptions with respect to market revenue growth rates,  market share, profit margin, duration and profile of the build-up period, how estimated start-up capital costs and losses incurred during the build-up period were determined, the risk-adjusted discount rates and terminal values.  Discuss your consideration of any market risk premiums.

• Describe changes to the assumptions and methodologies, if any, since your annual impairment test.  In addition, tell us how the assumptions in your most recent test were impacted by the current economic environment.  For example, you should explain in detail how your discount rates reflect the market risk premiums that have been noted in the current equity and debt markets.

• Further, disclose any changes to your units of accounting or allocations of
building permits by unit of accounting and the reasons for such changes.

• Provide a table showing:

(1) the carrying value and the fair value of each unit of accounting. Alternatively, if you do not disclose the fair value of each unit of accounting, you should disclose its fair value if it does not exceed its carrying value by a significant amount; and

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc.
April 3, 2009 Page 4
(2) using hypothetical percentage reductions in fair value, disclose the impairment amount that would have occurred had the hypothetical reductions in fair value existed at the time of your impairment testing.

• In addition, if the fair value of any of your units of accounting does not, or would not, exceed its carrying value by a significant amount, provide a sensitivity analysis of your most recent impairment test assumptions for this unit of accounting based upon reasonably likely changes similar to what was already provided for your total billboard permits balance on page 57.
 For further guidance, refer to Release No. 33-8350 "Interpretation: Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations."

8. Explain how you determined your units of accounting including your basis for concluding that separately recorded indefinite-lived intangibles should be combined into a single unit of accounting for purposes of testing impairment.  In this regard, tell us more about your impairment testing at the “market level” and provide us with your analysis of EITF 02-7.
 Goodwill, page 57

 9. In light of the significance of the remaining goodwill balance, which accounted for 15% of your total assets as of December 31, 2008, we expect robust and comprehensive disclosure in your critical accounting policies regarding your impairment testing policy.  This disclosure should provide investors with sufficient information about management's insights and assumptions with regard to the recoverability of the remaining goodwill.  Specifically, we believe you
should provide the following information:
• Provide a more detailed description of the steps you perform to review
goodwill for recoverability similar to that provided on page 77.

• Disclose a breakdown of your goodwill balance as of December 31, 2008 by
reporting unit (i.e., by country in your international segment).

• Describe the nature of the valuation techniques you employed in performing the impairment tests. Qualitatively and quantitatively describe the significant estimates and assumptions used in your valuation model to determine the fair value of your reporting units in your impairment analysis.  For example, since you utilize the discounted cash flow approach, you should disclose at a minimum:

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc.
April 3, 2009 Page 5
1) the discount rates for each reporting unit and how those discount rates were determined,   2) how cash flows were determined, including your assumed growth rates, period of assumed cash flows and determination of  terminal value, and
 3) your consideration of any market risk premiums.

• Describe changes to the assumptions and methodologies, if any, since your
annual impairment test.  For example, you should explain in detail how your discount rates reflect the market risk premiums that have been noted in the current equity and debt markets.

• Further, disclose any changes to your reporting units or allocations of
goodwill by reporting unit and the reasons for such changes.

• Provide a table showing:
(1) the carrying value and the fair value of each reporting unit.  Alternatively, if you do not disclose the fair value of each reporting unit, you should disclose its fair value if it does not exceed its carrying value by a significant amount; and
(2) using hypothetical percentage reductions in fair value, disclose the
percentage by which the fair value of a reporting unit would exceed its carrying value.
• In addition, if the fair value of any of your reporting units does not, or would not, exceed its carrying value by a significant amount, provide a sensitivity analysis of your most recent impairment test assumptions for this reporting unit based upon reasonably likely changes similar to what was already provided at the reportable segment level on page 57.
For further guidance, refer to Release No. 33-8350 "Interpretation: Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations."
 Note A – Summary of Significant Accounting Policies

 Intangible Assets, pages 71-72

 10. Tell us your basis for determining that the reporting unit for Americas is the reportable segment.  In this regard, we note that you have a Regional President for each of the Western U.S., Eastern U.S. and Latin America as indicated on your web site at http://www.clearchanneloutdoor.com/corporate/officers.htm
.

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc.
April 3, 2009 Page 6

11. We note that based on an interim impairment test of your reporting units as of
December 31, 2008, you recognized a non-cash impairment charge of $2.5 billion to reduce goodwill due to disclosed macroeconomic factors which had an adverse effect on the estimated cash flows and discount rates used in the discounted cash flow model.  Please enhance your discussion by providing a more detailed analysis of how such macroeconomic factors impacted your estimated cash flows and the discount rates used in the discounted cash flow model.  Such discussion could be provided in your MD&A.
Note B — Intangible Assets and Goodwill

 Definite-lived Intangibles, page 75

12. Please disclose the information required by paragraph 52(a)(3) of SFAS 141 for your “other” definite-lived intangibles.  Additionally, please disclose:

• the nature of the assets which comprise  “Other” definite-lived intangibles
• the amount, if any, which was assigned to the “Clear Channel” trademark. In this regard, we note your disclosure on page 24 that Clear Channel Communications granted you the right to use the “Clear Channel” mark, logo, and name.

Goodwill, page 77

13. Tell us how you determined the push down adjustments allocated to each reporting unit’s goodwill, and particularly, why 99.5% of the fair value adjustment was pushed down to the Americas segment/reporting unit.

*    *    *    *

As appropriate, please amend your filing and respond to these comments through
correspondence over EDGAR within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the company and its

Mr. Randall T. Mays
Clear Channel Outdoor Holdings, Inc. April 3, 2009 Page 7  management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365
or Kyle Moffatt, Accountant Branch Chief, at (202) 551-3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

October 6, 2005

Mark P. Mays
Clear Channel Outdoor Holdings, Inc.
200 East Basse Road
San Antonio, Texas 78209

      	Re:	Clear Channel Outdoor Holdings, Inc.
      		Amendment No. 2 to Form S-1
      		File No. 333-127375
      		Filed September 26, 2005

Dear Mr. Mays:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.  The page numbers cited in our comments refer to the
courtesy copies of the amendment.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

* * * * *
1. We note your response to prior comment 1 of our September 9,
2005
letter.  In your response letter, and with a view towards
disclosure,
please explain how the issuance of the $2.5 billion intercompany
note
helped "set the appropriate capitalization" for the company and
"maximize" the value of Clear Channel Communications` investment
in
the company.  Explain the companies` reasoning for the decision to
set the "appropriate capitalization," including how they
determined
what capitalization was "appropriate" and the basis for this
determination.
Prospectus Summary, page 1
2. The business discussion in your prospectus summary is still
overly
lengthy.  Please further reduce the length of the discussion by
focusing on only the key aspects of your business and strategy.
For
example, consider reducing the length of the "Competitive
Strengths,"
"Our Strategy," and "Our Business" sections.  Detailed discussions
can be included in the Business section rather than in the
prospectus
summary.

Risk Factors, page 14
3. Please avoid using generic and vague phrases as such "may
affect
our advertising revenues" or "may affect our ability to conduct
business" in your subheadings and discussions.  Instead, use more
descriptive phrases so that readers can better understand the
risks`
effects.

Doing business in foreign countries..., page 14
4. We note the revisions made in response to prior comment 22 of
our
September 9, 2005 letter.  Please explain how each factor listed
on
pages 14-15 could specifically result in disruptions to your
business
or financial losses in your international operations.

Antitrust regulations may limit future acquisitions..., page 16
5. Please explain the effect on your business and strategy if the
Department of Justice, Federal Trade Commission, or foreign
antitrust
agencies take the actions described on page 15.

Management`s Discussion and Analysis, page 43
6. We note your response to prior comments 35 and 38 of our
September
9, 2005 letter.  As stated in Release No. 33-8350, a good overview
section should "provide insight into material opportunities,
challenges and risks, such as those presented by known material
trends and uncertainties, on which the company`s executives are
most
focused for both the short and long term, as well as the actions
they
are taking to address these opportunities, challenges and risks."
Your response to prior comment 38 indicates that the state of the
economy and advertising market have the most immediate material
uncertainty surrounding the company`s business; please disclose
this
fact more prominently in your MD&A section.  Your response also
indicates that management is not currently aware of any trends
relating to these factors, as well as any geopolitical events and
government regulations, that could impact the company`s
operations.
This belief on the part of management should also be disclosed
prominently.
Use of OIBDAN, page 53
7. We note that the international segment`s OIBDAN "remained
relatively flat" for the six months ended June 30, 2005.  Please
provide quantified disclosure rather than vague phrases such as
"relatively flat."  Also quantify the "revenue decline" in France.
Make similar revisions throughout the prospectus, as applicable.
8. Please refer to prior comment 42.  Please revise your
disclosure
to reconcile your segment OIBDAN to your segment operating income.
Also, comply with this comment throughout the filing where segment
OIBDAN is presented.

Financial Condition and Liquidity, page 54
9. Please refer to the discussion of your investing activities for
the six months ended June 30, 2005 on page 55.  Identify the
"nonconsolidated affiliate."
10. Please tell us if the reference to 2003 is a typographical
error.
If not, tell us how it relates to the change between the six
months
ended June 30, 2005 as compared to the six months ended June 30,
2004.

Liquidity, page 55
11. Please refer to the first full paragraph on page 56
("Management
believes...").  Please quantify the period of time that management
believes future funds from operations and available borrowing
capacity will be sufficient to fund your debt service
requirements,
working capital requirements, capital expenditure requirements and
costs of this offering.
12. Please refer to your discussion of the uncommitted revolving
demand promissory note on page 57.  We note the cross-reference to
the "-Cash and cash equivalents; cash management policies"
discussion.  Please clarify the relationship of the uncommitted
revolving demand promissory note to the cash management policies.
Is
the uncommitted revolving demand promissory note the same as the
"cash management note[s]" discussed on page 58?  If not, then
disclose the material terms of the uncommitted revolving demand
promissory note (e.g., amount available and interest rate).
13. Please refer to prior comment 49.  Revise your disclosure to
quantify your short-term and long-term cash requirements.  Your
discussion should include the funds necessary to maintain current
operations and any commitments for capital expenditures and other
expenditures.

Industry Metrics, page 66
14. Please provide us with copies of the relevant excerpts from
the
OAAA report cited here.  Disclose the basis of your belief that
the
growth rate for outdoor advertising was higher than the overall
U.S.
advertising growth.

Corporate Services Agreement, page 102
15. We note your response to prior comment 64 of our September 9,
2005 letter.  Please elaborate on the "ratio" of your OIBDAN to
the
total Clear Channel Communications OIBDAN and how the "allocable
portion" of the compensation costs and benefits are based on this
ratio.

Combined Statement of Operations, page F-4
16. Please refer to prior comment 73.  We understand that your
divisional operating expenses include both cost of services and
selling, general and other administrative expenses.  Please
segregate
these line items on your statement of operations.  Refer to Rule
5-
03(b)(2) of Regulation S-X.

Combined Statements of Cash Flows, pages F-6 and F-32
17. Please revise to include the impact of your foreign currency
translations in the applicable line item(s) in operating
activities.
18. Please tell us why the line item, "Net cash transferred to
Clear
Channel Communications," is presented as a financing activity.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Robert Carroll at (202) 551-3362 or Dean
Suehiro at (202) 551-3384 if you have questions regarding comments
on
the financial statements and related matters.  Please contact Ted
Yu
at (202) 551-3372, Michele M. Anderson, Legal Branch Chief, at
(202)
551-3833, or me at (202) 551-3810 with any other questions.

Sincerely,

Larry Spirgel
Assistant Director

Mark P. Mays
Clear Channel Outdoor Holdings, Inc.
October 6, 2005
Page 1

</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail

Mr. Herbert W. Hill
Chief Accounting Officer Clear Channel Outdoor Holding, Inc. 200 East Basse Road San Antonio, Texas 78209          July 6, 2007
Re:  Clear Channel Outdoor Holding, Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
  Filed March 1, 2007   File No. 1-32663

Dear Mr. Byrd:   We have completed our review of your Form 10-K and related filings and do not, at this time, have any further comments.             S i n c e r e l y ,            L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

corresp

June 26, 2007

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:     Mr. Larry Spirgel

    Re:

    Clear Channel Outdoor Holdings, Inc. (the “Company”)

Form 10-K for the fiscal year ended December 31, 2006, filed March 1, 2007

File No. 1-32663

Dear Mr. Spirgel:

     This letter is in response to the Staff’s comments to the Company by its letter dated May 30,
2007 relating to the above-referenced Form 10-K. Our responses are referenced to the applicable
Staff comment and the paragraph numbering used for each response set forth below corresponds to the
paragraph numbering used in the Staff’s comment letter.

Form 10-K for the fiscal year ended December 31, 2006

Item 8. Financial Statements and Supplementary Data

Note H — Commitments and Contingencies, page 68

    1.

    We note your response to prior comment 3. In future filings, please disclose your accounting
policy for rentals that include renewal options, annual rental escalation clauses and minimum
franchise payments, and maintenance related to displays by providing the details included in
your response.

    The Company will include the following disclosure in its 2007 Form 10-K:

    The Company accounts for its rentals that include renewal options, annual rental escalation
clauses, minimum franchise payments and maintenance related to displays under the guidance
in EITF 01-8, SFAS 13, SFAS 29 and FTB 85-3.

    The Company considers its non-cancelable contracts that enable it to display advertising on
buses, taxis, trains, bus shelters, etc. to be leases in accordance with the guidance in
EITF 01-8. These contracts may contain minimum annual franchise payments which generally
escalate each year. The Company accounts for these minimum franchise payments on a
straight-line basis in accordance with FTB 85-3. If the rental increases are not scheduled
in the lease, for example an increase based on the CPI, those rents are considered contingent rentals and are
recorded as expense when accruable. Other contracts may contain a variable rent component

Securities and Exchange Commission

June 26, 2007

Page 2 of 3

    based
on revenue. The Company accounts for these variable components as contingent rentals under SFAS
29, and records these payments as expense when accruable.

    The Company accounts for annual rental escalation clauses included in the lease term on a
straight-line basis under the guidance in FTB 85-3. The Company considers renewal periods
in determining its lease terms if at inception of the lease there is reasonable assurance
the lease will be renewed. Expenditures for maintenance are charged to operations as
incurred, whereas expenditures for renewal and betterments are capitalized.

    Most of the Company’s advertising structures are on leased land. In addition, the Company
leases certain facilities and equipment. The Company accounts for these leases in
accordance with the policies described above.

    2.

    We note your response to prior comment 4. In future filings, please expand upon your
disclosures providing the details included in your response. Also tell us and disclose if
there are any penalties or other consequences of not fulfilling these commitments and if you
have currently or historically encountered any violations of these contracts.

    Certain of the Company’s contracts contain penalties for not fulfilling its commitments related
to its obligations to build bus stops, kiosks and other public amenities or advertising
structures. Historically, the Company has met its commitments and has not incurred any
penalties due to not fulfilling its commitments.

    The Company will include the following disclosure in its 2007 Form 10-K:

    The Company’s contracts with municipal bodies or private companies relating to street furniture,
billboard, transit and malls generally require the Company to build
bus shelters, kiosks and other
public amenities or advertising structures during the term of the contract. The Company owns
these structures and is generally allowed to advertise on them for the remaining term of the
contract. Once the Company has built the structure, the cost is capitalized and expensed over
the shorter of the economic life of the asset or the remaining life of the contract.

    Certain of the Company’s contracts contain penalties for not fulfilling its commitments related
to its obligations to build bus shelters, kiosks and other public amenities or advertising
structures. Historically, any such penalties have not materially impacted the Company’s
financial position or results of operations.

*     *     *     *

               In connection with responding to the Staff’s comments, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

Securities and Exchange Commission

June 26, 2007

Page 3 of 3

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

               If you have any questions regarding these responses, please contact Herb Hill at (210)
822-2828.

    Very truly yours,

    /s/ Herbert W. Hill, Jr.

    Herbert W. Hill, Jr.

    Senior Vice President and Chief Accounting
Officer

    cc:

    Randall T. Mays

President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       May 30, 2007
 Mr. Randall T. Mays Chief Financial Officer Clear Channel Outdoor Holding, Inc. 200 East Basse Road San Antonio, Texas 78209
Re:  Clear Channel Outdoor Holding, Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
  Filed March 1, 2007   File No. 1-32663

Dear Mr. Mays:
We have reviewed your supplemental response letter dated May 15, 2007 as well
as your filing and have the following comments.  As noted in our comment letter dated May 3, 2007, we have limited our review to only the issues addressed in our comments.  Form 10-K for the fiscal year ended December 31, 2006

 Item 8. Financial Statements and Supplementary Data

Note H – Commitments and Contingencies, page 68

1. We note your response to prior comment 3.  In future filings, please disclose your
accounting policy for rentals that include renewal options, annual rental escalation clauses, minimum franchise payments, and maintenance related to displays by providing the details included in your response.

2. We note you response to prior comment 4.  In future filings, please expand upon your
disclosures providing the details included in your response.  Also tell us and disclose if there are any penalties or other consequences of not fulfilling these commitments and if you have currently or historically enc ountered any violations of these contracts.

*    *    *    *

Mr. Randall T. Mays
Clear Channel Outdoor Holding, Inc. May 30, 2007 Page 2
Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  You may contact Michael Henderson, Staff Accountant, at (202) 551-3364 or Kyle Moffatt, Accountan t Branch Chief, at (202) 551-3836 if you
have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 if you have any other questions.

         S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

corresp

May 15, 2007

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Larry Spirgel

    Re:

    Clear Channel Outdoor Holdings, Inc. (the “Company”)

Form 10-K for the fiscal year ended December 31, 2006, filed March 1, 2007

File No. 1-32663

Dear Mr. Spirgel:

     This letter is in response to the Staff’s comments to the Company by its letter dated May 3,
2007 relating to the above-referenced
Form 10-K. Our responses are referenced to the applicable
Staff comment and the paragraph numbering used for each response set forth below corresponds to the
paragraph numbering used in the Staff’s comment letter.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Gain on the Disposition of Assets — Net, page 36" -->

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Gain on the Disposition of Assets — Net, page 36

    1.

    Provide us with more details of the assets exchange, including your analysis of APB 29 as
amended by SFAS 153. Tell us why you did not provide the disclosures required by paragraph 28
of APB 29. Also tell us how you evaluated the exchange under paragraphs 41-44 of SFAS 144.

    The Company exchanged its outdoor operations in Chattanooga, Tennessee, for the outdoor
operations of a third party in Minneapolis, Minnesota. The Company viewed the transaction as the
exchange of a business for a business based on the guidance in EITF 98-3 and EITF 01-2 because
the Company transferred all of the fixed assets necessary to run the operations, including
buildings, trucks, signs, etc. Additionally, all of the production capabilities and processes
were also transferred including customer contracts, employees, accounting records, etc. In
return, the Company received outdoor advertising signage in Minneapolis. The Company already had
a presence in the Minneapolis market so the signage received enhanced its current product
offerings. Therefore, the Company concluded the missing elements received in the exchange did
not cause the operations not to be viewed as a business under the guidance in EITF 98-3. As the
exchange is a business for a business, EITF 98-3 requires it to be accounted for at fair value
under the guidance in SFAS 141. Consistent with that guidance, the fair value of the assets
given up was used to value the transaction, thus a gain was recognized on the exchange. The fair
value of the assets given up was determined based on a third party appraisal. The Company did
not determine the transaction to be material and

Securities and Exchange Commission

May 15, 2007

Page 2 of 4

    therefore did not require the disclosures set forth in SFAS 141. However, because it was a non-cash
transaction, the Company disclosed it in accordance with ¶32 of SFAS 95.

    The Company did not consider the transaction material for disclosure under paragraphs 41-44 of
SFAS 144. In assessing materiality, the Company considered the difference in revenue, operating
income and earnings before tax of the business given up for the business received as a percent of
total revenues. The following table details the increases or (decreases) of these line items as
a result of this analysis:

    2006

    2005

    2004

    Revenues

    (0.2
    %)

    (0.2
    %)

    (0.2
    %)

    Operating income

    0.2
    %

    0.2
    %

    0.3
    %

    Earnings before tax

    0.3
    %

    0.6
    %

    1.0
    %

    The gain of $13.2 million recorded from the exchange is 3.0% of the Company’s operating income
and 8.6% of its income before cumulative effect of a change in accounting principle,
respectively, for 2006.

In addition to the quantitative assessment above, the Company also considered the qualitative
factors discussed in SAB Topic 1:M. As a result of this assessment, the Company determined that
disclosing the amount of the gain in the notes to the financial statements provided adequate
disclosure so as not to be misleading.

Income Taxes, page 36

    2.

    Please provide us with more details of the filing of an amended tax return and why your
current tax benefits in 2006 were impacted by such filing. Revise your disclosures
accordingly.

    The Company filed an amended Federal tax return for the 2003 tax year in February 2006. The
primary adjustment on the amended return related to a $32.8 million tax loss on the like
kind exchange of certain outdoor assets. Once the company received all the necessary
information from the new owner (which was delayed due to appraiser issues), it revised the
allocation of fair value on the assets relinquished. For financial accounting purposes, the
amended return filing resulted in a decrease of $12.9 million in current tax expense and a
corresponding $12.9 million increase in deferred tax expense.

    The Company will revise its disclosure in the 2007 Form 10-K to read “The amendment primarily
related to a revised tax loss on the like kind exchange of certain outdoor assets.”

Item 8. Financial Statements and Supplementary Data

Note H — Commitments and Contingencies, page 68

    3.

    Please tell us your accounting policy for rentals that include renewal options, annual rental
escalation clauses, minimum franchise payments, and maintenance related to displays.

    The Company accounts for its rentals that include renewal options, annual rental escalation
clauses, minimum franchise payments and maintenance related to displays under the guidance
in EITF 01-8, SFAS 13, SFAS 29 and FTB 85-3.

Securities and Exchange Commission

May 15, 2007

Page 3 of 4

    The Company considers its non-cancelable contracts that enable it to display advertising on
buses, taxis, trains, bus shelters, etc. to be leases in accordance with the guidance in
EITF 01-8. These contracts may contain minimum annual franchise payments which generally
escalate each year. The Company accounts for these minimum franchise payments on a
straight-line basis in accordance with FTB 85-3. If the rental increases are not scheduled
in the lease, for example an increase based on the CPI, those rents are considered
contingent rentals and are recorded as expense when accruable. Other contracts may contain
a variable rent component based on revenue. The Company accounts for these variable
components as contingent rentals under SFAS 29, and records these payments as expense when
accruable.

    The Company accounts for annual rental escalation clauses included in the lease term on a
straight-line basis under the guidance in FTB 85-3. The Company considers renewal periods
in determining its lease terms if, at inception of the lease, there is reasonable assurance
the lease will be renewed. Expenditures for maintenance are charged to operations as
incurred, whereas expenditures for renewal and betterments are capitalized.

    Most of the Company’s advertising structures are on leased land. In addition, the Company
leases certain facilities and equipment. The Company accounts for these leases in
accordance with the policies described above.

    4.

    Tell us the details of your commitments relating to required purchases of property, plant and
equipment under certain street furniture contracts and your accounting for these commitments.

    The Company has commitments relating to street furniture, billboard, transit and mall contracts
with municipal bodies or private companies. Generally, these contracts require the Company to
build bus stops, kiosks and other public amenities or advertising structures during the term of
the contract. The Company owns these structures and is generally allowed to advertise on them
for the remaining term of the contract. Once the Company has built the structure, the cost is
capitalized and expensed over the shorter of the economic life of the asset or the remaining life
of the contract.

Note M — Other Information, page 78

    5.

    Tell us why you consider the royalty fee paid to Clear Channel Communications as an other
expense and not an operating expense.

    The royalty fee paid to Clear Channel was an intercompany agreement which Clear Channel
Communications did not intend to continue after the Company’s initial public offering
(“IPO”) in December 2005. No royalty payment has been made after the IPO. The Company chose to
present the royalty payment as a component of non operating income in the prior years (2005 and
2004) because the changes made in the relationship between Clear Channel Communications and its
formerly 100% owned subsidiary had changed as a result of the IPO and the discontinuance of the
agreement subsequent to the IPO.

* * * *

Securities and Exchange Commission

May 15, 2007

Page 4 of 4

     In connection with responding to the Staff’s comments, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     If you have any questions regarding these responses, please contact Herb Hill at (210)
822-2828.

    Very truly yours,

    /s/ Herbert W. Hill

    Herbert W. Hill, Jr.

    Senior Vice President and Chief Accounting

Officer

    cc:

    Randall T. Mays

President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       May 3, 2007
 Mr. Randall T. Mays Chief Financial Officer Clear Channel Outdoor Holding, Inc. 200 East Basse Road San Antonio, Texas 78209
Re:  Clear Channel Outdoor Holding, Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
  Filed March 1, 2007   File No. 1-32663

Dear Mr. Mays:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.  Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter  Form 10-K for the fiscal year ended December 31, 2006

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Gain on the Disposition of Assets – Net, page 36
 1. Provide us with more details of the asset exchange, including your analysis of APB
29 as amended by SFAS 153.  Tell us why you did not provide the disclosures required by paragraph 28 of APB 29.  Also tell us how you evaluated the exchange under paragraphs 41-44 of SFAS 144.

Mr. Randall T. Mays
Clear Channel Outdoor Holding, Inc. May 3, 2007 Page 2  Income Taxes, page 36

 2. Please provide us with more details of the filing of an amended tax return and why
your current tax benefits in 2006 were impacted by such filing.  Revise your disclosures accordingly.
 Item 8.  Financial Statements and Supplementary Data

Note H – Commitments and Contingencies, page 68
 3. Please tell us your accounting policy for rentals that include renewal options, annual
rental escalation clauses, minimum franchise payments, and maintenance related to displays.
 4. Tell us the details of your commitments relating to required purchases of property,
plant, and equipment under certain street furniture contracts and your accounting for these commitments.
 Note M – Other Information, page 78

 5. Tell us why you consider the royalty fee paid to Clear Channel Communications as
an other expense and not an operating expense.

*    *    *    *

As appropriate, please amend your Forms 10-K and 10-Q and respond to these
comments within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Randall T. Mays
Clear Channel Outdoor Holding, Inc. May 3, 2007 Page 3    In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.
You may contact Michael Henderson, St aff Accountant, at (202) 551-3364 or
Kyle Moffatt, Accountant Branch Chief, at (202) 551-3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.          S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

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Fulbright & Jaworski L.L.P.

A Registered Limited Liability Partnership

300 Convent Street, Suite 2200

San Antonio, Texas 78205-3792

www.fulbright.com

    dlansdale@fulbright.com

    telephone:

    (210) 224-5575

    direct dial: (210) 270-9367

    facsimile:

    (210) 270-7205

November 9, 2005

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 0308

Washington, D.C. 20549

Attention: Ted Yu

    Re:

    Clear Channel Outdoor Holdings, Inc.

    Registration Statement on Form S-1

    File No. 333-127375

Ladies and Gentlemen:

     Clear Channel Outdoor Holdings, Inc. (the “Company”) has filed its Registration Statement on
Form S-1 relating to the initial public offering of shares of its Class A Common Stock. We
previously provided information to you by letter dated October 27, 2005 regarding the Company’s
Reserved Share Program (the “Program”) to be conducted by Merrill Lynch, Pierce, Fenner & Smith
Incorporated. Pursuant to an oral request from the Staff, we hereby confirm to you that there have
been no material changes to the Program materials since the review conducted by Cecilia Blye, Esq.
of the Office of the General Counsel of the Division of Corporation Finance.

     If any member of the Staff has any questions concerning these matters or needs additional
information or clarification, he or she should contact the undersigned at (210) 224-5575.

Very truly yours,

/s/ Daryl L. Lansdale, Jr.

Daryl L. Lansdale, Jr.

    cc:

    John Tippit (Clear Channel Communications, Inc.)

John W. White (Cravath, Swaine & Moore LLP)

Houston • New York • Washington DC • Austin • Dallas • Los Angeles • Minneapolis • San Antonio • Hong Kong • London • Munich

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[CLEAR CHANNEL OUTDOOR HOLDINGS LETTERHEAD]

November 9, 2005

    Re:

    Clear Channel Outdoor Holdings, Inc.

    Registration Statement on Form S-1

    Registration No. 333-127375

    Securities and Exchange Commission

    VIA EDGAR

    100 F Street, N.E.

    Washington, D.C. 20549

Ladies and Gentlemen:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned
hereby requests that the effectiveness of its Registration Statement on Form S-1 (Registration No.
333-127375) be accelerated so that such Registration Statement will become effective at 4:00 p.m.,
EST, on November 10, 2005, or as soon thereafter as practicable.

     The undersigned acknowledges that:

     (a) should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

     (b) the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the undersigned from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

     (c) the undersigned may not assert staff comments and this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

     Please contact Daryl Lansdale at (210) 270-9367 or Martin Doublesin at (713) 651-5128, each of
Fulbright & Jaworski L.L.P., upon effectiveness of the Registration Statement or if you have any
questions regarding this request.

    Very truly yours,

Clear Channel Outdoor Holdings, Inc.

    By:
    /s/ Randall T. Mays

    Randall T. Mays

    Executive Vice President and
Chief Financial Officer

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Fulbright & Jaworski L.L.P.

A Registered Limited Liability Partnership

300 Convent Street, Suite 2200

San Antonio, Texas 78205-3792

www.fulbright.com

    dlansdale@fulbright.com

direct dial: (210) 270-9367

    telephone: (210) 224-5575

facsimile: (210) 270-7205

October 27, 2005

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 0308

Washington, D.C. 20549

Attention: Ted Yu

    Re:

    Clear Channel Outdoor Holdings, Inc.

Registration Statement on Form S-1

File No. 333-127375

Ladies and Gentlemen:

     Clear Channel Outdoor Holdings, Inc. (the “Company”) has filed its Registration Statement on
Form S-1 relating to the initial public offering of shares of its Class A Common Stock (the
“Stock”). At the request of the Company, the underwriters will reserve shares of Stock for sale to
certain employees and friends of the Company (“Invitees”) through a Reserved Share Program (the
“Program”) to be conducted by Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”).
The class of persons for whom shares of Stock will be reserved will be determined by the Company,
which will provide Merrill Lynch with the names and addresses of such Invitees along with the
maximum number of shares which will be reserved for each such Invitee. Offers and sales of the
Stock to Invitees through the Program will be on the same terms as those offered and sold to the
general public. Invitees will be invited to participate in the program either by an overnight
mailing of materials (Print and Mail Method) or by e-mail (Print Suppression Method).

     Print and Mail Method - Based upon information provided by the Company, Merrill Lynch will
prepare and mail to each Invitee a package of materials consisting of a short introductory letter
from Merrill Lynch, a letter from the Company describing the Program and its mechanics (the “CEO
Letter”), an Indication of Interest Form (“IOI”), and a booklet entitled “How to Respond to the
Reserved Share Program” (the “Booklet”). The package of materials includes a copy of the
preliminary prospectus, and a phone number which the Invitee may call if he or she has any
questions concerning the Program.

     In addition to explaining the mechanics of the Program, the CEO Letter makes clear that the
Invitee is under no obligation to purchase Stock through the Program, that responding to the
mailing will involve no obligation of any kind, that the Invitee is not, by reason of his or
her

Securities and Exchange Commission

October 27, 2005

Page 2

inclusion in the Program, assured of obtaining a particular number of shares or any shares,
that no offer to buy Stock may be accepted and no part of the purchase price can be received until
the Registration Statement has been declared effective, and that any such offer to buy can be
withdrawn, in whole or in part, without obligation or commitment, at any time prior to notice of
its acceptance given after the effective date. The CEO Letter also contains the legend set forth
in Securities Act Rule 134.

     The IOI is designed to be signed by the Invitee and returned to Merrill Lynch by facsimile.
It is the method by which the Invitee affirms certain statements contained in the Booklet,
including that the Invitee has received a copy of the preliminary prospectus, that the number of
shares indicated is for the Invitee’s personal account, that the Invitee is aware that he or she is
not assured of obtaining any or all of the shares requested, and a reiteration of the fact that no
offer to buy shares can be accepted, and no part of the purchase price can be received, until
effectiveness of the Registration Statement, and that the indication of interest involves no
obligation or commitment of any kind. It also provides the mechanism which allows the Invitee to
indicate his or her answers (and the answers of his or her joint account holder if the Invitee
wishes to purchase in a joint account) to the questions, also contained in the Booklet, which are
designed to allow Merrill Lynch to determine whether the Invitee is prohibited from purchasing the
Stock under NASD Conduct Rule 2790. Another item in the IOI is designed to provide the vehicle by
which the Invitee can indicate the maximum number of shares in which he or she wishes to express an
interest, and adduces certain personal information necessary for the administration of the Program.

     In addition to setting out instructions on how to complete and return the IOI, the Booklet
contains a series of Frequently Asked Questions about the Program, along with the answers to those
questions.

     If the Invitee is interested in reserving Stock through the Program, he or she is directed to
return the completed IOI to Merrill Lynch by a specified date. Once the Invitee has returned a
completed IOI to Merrill Lynch, and assuming that there is no regulatory impediment to his or her
participation in the Program under Conduct Rule 2790, the Invitee’s personal information and the
maximum number of shares in which the Invitee has expressed an interest are forwarded to a Merrill
Lynch Financial Advisor or Registered Representative who will contact the Invitee to assist in
opening a Merrill Lynch account to allow for purchase of the Stock. All purchases by the Invitee
through the Program must be made in an account at Merrill Lynch.

     Following receipt of all expressions of interest and the establishment of accounts for each
Invitee, the Company will determine the final allocation of shares which will be made available to
the Invitees. This allocation is made in the sole discretion of the Company.

     Once the Registration Statement has been declared effective and the public offering price of
the Stock has been determined, the Merrill Lynch Financial Advisor or Registered
Representative to whom the Invitee has been assigned will contact the Invitee, and inform the

Securities and Exchange Commission

October 27, 2005

Page 3

Invitee of the public offering price and the maximum number of shares which the Company has
determined that he or she may purchase. The Invitee is then asked whether he or she wishes to
purchase Stock at that price, and if so, how many shares (subject to a minimum of 100 shares and
subject to the maximum set by the Company). The Invitee may then decline to purchase Stock, agree
to purchase Stock but specify a lesser number of shares than the maximum number set by the Company,
or purchase the maximum number of shares. If the Financial Advisor or Registered Representative
cannot reach the Invitee within 24 hours of pricing, the Invitee will lose the opportunity to
participate in the Program. If the Invitee agrees to purchase Stock, a copy of the final
prospectus is sent to the Invitee along with a confirmation of the transaction. The mechanics of
the sale to the Invitee is handled the same way as any other sale of the Stock to any purchaser in
the public offering. The Invitees are not required to pre-fund their accounts, and payment is not
required until after the Invitee has confirmed his or her indication of interest after the pricing
of the offering. Invitees are not subject to a lock-up as a condition of their participation in
the Program.

     Print Suppression (E-mail) Method - Under this method, the Company will provide to Merrill
Lynch a list of Invitees, along with their e-mail addresses and the maximum number of shares in
which each such person may invest. Merrill Lynch will then send to each Invitee an e-mail in the
form shown in the first page of the Print Suppression package. Should the Invitee wish, he or she
would then click on the hyperlink, and would be presented with a log-in screen. The log-in screen
would contain, among other things, the legend set forth in Rule 134. The Invitee could then log-in
to the Deal Sketch page using the Deal ID and PIN number provided in the initial e-mail.

     The Deal Sketch page indicates the status of the Program at the time the Invitee logs-in,
which may be that indications of interest are being accepted, the response deadline has passed, the
acceptance period has begun, etc. It also shows to each Invitee the number of shares in which he
or she may indicate an interest, and important information about the public offering, including the
relevant dates and details of the offering. The Invitee is advised to read the CEO Letter by
clicking on the appropriate button. The CEO Letter advises the Invitee to review the preliminary
prospectus by clicking on the embedded hyperlink, and also advises that the Invitee may review the
preliminary prospectus at any time by returning to the Deal Sketch page and clicking the
“prospectus” button. In addition to explaining the mechanics of the Program, the CEO Letter makes
clear that the Invitee is under no obligation to purchase shares through the Program, that
responding will involve no obligation of any kind, that the Invitee is not, by reason of his or her
inclusion in the Program, assured of obtaining a particular number of shares or any shares, that no
offer to buy shares may be accepted and no part of the purchase price can be received until the
Registration Statement has been declared effective, and that any such offer to buy can be
withdrawn, in whole or in part, without obligation or commitment, at any time prior to notice of
its acceptance given after the effective date. The CEO Letter also contains the Rule 134 legend
and a series of Frequently Asked Questions about the Program, along with the answers to those
questions. If the Invitee chooses to participate in the Program, the procedure is
exactly the same as if the Program were being conducted according to the Print and Mail

Securities and Exchange Commission

October 27, 2005

Page 4

method. Please note that the Print Suppression methodology has been passed upon by Cecilia Blye,
Esq. of the Office of the General Counsel of the Division of Corporation Finance.

     A copy of the latest draft of the Program materials is provided supplementally for your
review, along with draft screen shots of the Log In Page and the Deal Sketch page. Please note
that the information used on the draft Deal Sketch page is for illustration only and is subject to
change.

     If any member of the Staff has any questions concerning these matters or needs additional
information or clarification, he or she should contact the undersigned at (210) 224-5575.

Very truly yours,

Daryl L. Lansdale, Jr.

    cc:

    John Tippit (Clear Channel Communications, Inc.)

John W. White (Cravath, Swaine & Moore LLP)

Clear Channel Outdoor Holdings, Inc.

Print and Mail Materials

    To:

    Employees and Friends of Clear

Channel Outdoor Holdings, Inc.:

     In connection with the recent filing with the Securities and Exchange Commission of a
Registration Statement relating to a proposed offering of shares of Class A Common Stock of Clear
Channel Outdoor Holdings, Inc. (the “Company”), we are sending you at the request of the Company a
copy of the preliminary prospectus included in the Registration Statement and the enclosed letter
of the Company describing the reservation of Class A Common Stock for certain employees and friends
of the Company, along with certain related materials.

     Please be advised that the internal policy of Merrill Lynch & Co., and that of its subsidiary
corporations and affiliates (“Merrill Lynch”), prohibits Merrill Lynch employees (as well as
members of the employees’ immediate family), from purchasing shares offered by a company through a
reserved share program, unless the purchaser is an employee or director of that company, one of its
subsidiaries or its parent company. The definition of an immediate family member includes spouses,
parents, children, brothers, sisters, mothers-in-law, fathers-in-law, brothers-in-law,
sisters-in-law, sons-in-law, daughters-in-law, or any relative to whose support the Merrill Lynch
employee contributes, directly or indirectly.

     If you have any questions regarding the details of the enclosed material or the preliminary
prospectus, please contact your present Merrill Lynch Financial Advisor or Registered
Representative or the Reserved Share Program at 1-866-276-1462.

    Merrill Lynch, Pierce, Fenner & Smith

Incorporated

l, 2005

    To:

    Employees and Friends of Clear

Channel Outdoor Holdings, Inc.:

     A Registration Statement providing for a public offering of Class A Common Stock of Clear
Channel Outdoor Holdings, Inc. (the “Company”) has been filed with the United States Securities and
Exchange Commission.

     The offering will be made through a group of underwriters including Merrill Lynch, Pierce,
Fenner & Smith Incorporated (“Merrill Lynch”). In the course of its discussions with the
underwriters, the Company has arranged to reserve a limited number of shares of Class A Common
Stock for purchase by certain employees and friends of the Company. The purchase price to you will
be the same as the offering price to the public, which is presently expected to be between $l
and $l per share.

     Enclosed for your information is a copy of the preliminary prospectus dated [Date of Reds],
which is part of the Registration Statement. No sales of the shares may be made until the
Registration Statement has been declared effective by the United States Securities and Exchange
Commission and the price per share has been determined. This is expected to occur during the week
of l, 2005.

     If, after reading the preliminary prospectus, you have an interest in purchasing shares in the
public offering, please consult the included booklet entitled “How to Respond to the Reserved Share
Program” for instructions on how to send your Indication of Interest Form. All responses must be
received no later than l, 2005. Please be advised that the l deadline will be strictly
enforced. DO NOT SEND MONEY NOW. A list of the most commonly asked questions about the Reserved
Share Program, along with the answers to those questions, can be found at the back of the enclosed
booklet. If you have any other questions, please call the Reserved Share Program at
1-866-276-1462.

     You are permitted to reserve Class A Common Stock only for your own personal account and not
on behalf of any other person, although you may choose to purchase jointly with one member of your
immediate family. The shares may not be purchased on margin. Due to the nature of a Reserved
Share Program, we cannot assure you that you will obtain the number of shares requested. Further,
all such reservations and ultimate sales are subject to final clearance under federal and state
securities laws and the rules and regulations of the National Association of Securities Dealers,
Inc.; it cannot be determined at this time whether such clearances will be obtained.

     In the event that the aggregate indications of interest exceed the maximum number of shares
reserved for the program, Class A Common Stock will be allocated in a manner to be determined by
the Company.

     Arrangements have been made with Merrill Lynch to handle the sale of the reserved shares. If
you send your information, a Merrill Lynch Financial Advisor or Registered Representative will
contact you to assist you in opening a Merrill Lynch brokerage account if you do not currently have
one. Purchases of reserved shares may be made only through a brokerage account at Merrill Lynch.
While your purchase of the Company’s Class A Common Stock will not be subject to normal brokerage
commissions, your account at Merrill Lynch will be subject to Merrill Lynch’s normal account
charges. Merrill Lynch will need all the information requested on the enclosed form, so be certain
to complete it in all respects. It is the policy and the practice of Merrill Lynch to afford
confidentiality to any information that it receives about a client’s financial affairs. Aside from
the restrictions on the

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

September 9, 2005

Mark P. Mays
Clear Channel Outdoor Holdings, Inc.
200 East Basse Road
San Antonio, Texas 78209

      	Re:	Clear Channel Outdoor Holdings, Inc.
      		Registration Statement on Form S-1
      		File No. 333-127375
      		Filed August 10, 2005

Dear Mr. Mays:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.  The page numbers cited in our comments refer to the
courtesy copies of the registration statement.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

* * * * *
1. We note that the $2.5 billion intercompany note was issued by
your
subsidiary on August 2, 2005 and subsequently distributed to Clear
Channel Communications as a dividend on its common stock.  In your
response letter, please explain the business purpose for the
issuance
of the note and the subsequent distribution to Clear Channel
Communications.  In particular, tell us the relationship between
the
note`s issuance and the current offering of Class A common stock.
For example, indicate whether the note was issued and distributed
as
consideration for the "transfer to [you] of certain assets related
to
[your] business not currently owned by [you]," as described on
page
1.

2. Please be advised that, prior to any distribution of
preliminary
prospectuses, you should include the price range, the size of the
offering, and all other required information in your amended
registration statement so that we may complete our review.  Refer
to
Items 501(b)(2) and 501(b)(3) of Regulation S-K, Rule 430A of
Regulation C, and Release No. 33-6714.

3. Please provide us with any graphics, pictures, or artwork that
will be used in the prospectus.

Outside Front Cover Page
4. The information on the outside front cover page should be
limited
to that required by Item 501 of Regulation S-K or is otherwise
material.  Please revise the third paragraph on the outside front
cover page to discuss only such information.  Consider, for
example,
whether the conversion features of the Class B stock, which is not
being offered pursuant to the registration statement, need to be
discussed on the cover page.
5. We note that the managing underwriters are not identified on
the
cover page, as required by Item 501(b)(8) of Regulation S-K.  To
the
extent that such underwriters have been retained, please disclose
their identities on the cover page.

6. Please refer to the page following the cover page.  Move the
paragraph regarding the company`s trademarks to another section of
the prospectus.

Prospectus Summary, page 1
7. The business description provided on pages 1-6 is too lengthy,
contains information better-suited for the "Business" section, and
is
repetitive of the information in the prospectus` body.  For
example,
the "Our Competitive Strengths" and "Our Strategy" sections merely
repeat the information provided in the "Business" section.  Item
503(a) of Regulation S-K and part IV.C. of Release No. 33-7497
state
that you should limit the summary to a brief overview of the
offering`s key aspects.  Please revise accordingly.  Further, as
part
of your revisions, we remind you to ensure your summary disclosure
provides a balanced picture of your operations, financial
condition,
and structure.  For example, please disclose your history of net
losses, retained deficit  and significant debt obligations.
8. The second italicized paragraph explaining what "the company"
"we," and "us" mean is unnecessary and should be deleted.  If you
make your disclosure clear from its context, you do not need to
define these terms.
9. You mention on the page 1 that you provide advertising
opportunities through "other out-of-home displays."  Your summary,
however, describes only billboards, street furniture, and transit
displays.  Please briefly describe the "other out-of-home
displays"
that the company offers.
10. Please refer to the "Leading positions in key markets"
discussion
on page 2.  Please explain briefly what being a "designated market
area region" signifies.
11. Please refer to the "Business model with significant financial
flexibility" discussion on page 2.  We note the use of vague
phrases
such as "relatively high levels of cash flows" and "consistent
revenue growth."  Provide quantified disclosure that supports such
characterizations.  Explain what you mean by "relatively" high
levels
of cash flows.  Are you comparing your cash flow to your
competitors?
12. Clarify the way in which your management is "proven" on page
3.
13. Please refer to the "Capitalize on global network..." section
on
page 3.  Using clearer language, explain the meaning of the
statement
"these attributes allow us to amortize investment costs over a
broad
asset base."
14. Please refer to "The Offering" section on page 7.  Explain
what
the company means by "total economic interest of [your] common
stock"
that would be held by Clear Channel Communications after this
offering.
15. Rather than stating "a portion of the outstanding balance,"
please state the amount of the intercompany notes that will be
paid
with the proceeds of this offering.  Revise the "Use of Proceeds"
section accordingly.

Risk Factors, page 14
16. Please revise your subheadings so that they better reflect the
risks discussed.  Currently, some of your risk factor subheadings
simply describe facts (e.g., "We face intense competition in the
outdoor advertising industry;" "We are a controlled company..."),
without mentioning the adverse result to you or your investors.
Also
revise those risk factor subheadings that are generic and could
apply
to any issuer in any industry, such as "Future acquisitions could
have adverse consequences on our existing business or assets" and
"We
may be adversely affected by the occurrence of extraordinary
events."
17. Please revise to ensure that all risk factor discussions focus
on
describing risks, not just facts about the company and its
business.
For example, the risk factor "Our results of operations vary from
quarter to quarter" on page 16 describes the variation in
financial
results; revise to better describe the resulting risks.
Similarly,
please revise the risk factor "If Clear Channel Communications
spins
off our high vote Class B common stock..." on page 26.
18. Certain risk factor discussions are overly generic and should
be
revised to be more specific.  For example, the risk factor
discussion
"Future acquisitions could have adverse consequences..." on page
16
should explain why the company, in particular, faces these risks.
Similarly, the risk factor "Anti-trust regulations may limit
future
acquisitions" on page 16 is overly generic.  If your company faces
particular scrutiny from these regulators due to your dominant
market
position, this fact should be discussed in the risk factor.
Please
revise all other risk factors discussions that are similarly
generic.

We have incurred net losses..., page 14
19. Please explain briefly the known reasons that the company
believes may cause a "reduced demand for [your] advertising
products"
and "underutilization of [your] advertising faces."

Government regulation of outdoor advertising..., page 14
20. Please refer to the third full paragraph ("From time to
time...").  Describe the impact that the amortization ordinances
adopted by municipalities within your existing market had on your
business and financial results, if any.  Provide a similar
discussion
for the impact of the taxes passed by certain jurisdictions on
your
outdoor advertising revenues.
21. The last paragraph describes international regulations of
outdoor
advertisers, not risks stemming from such regulations.  Please
revise
to focus on describing the risks.

Doing business in foreign countries..., page 15
22. Please expand your explanations of how each of the risks
listed
on pages 15-16 could affect the company.  In addition, expand your
discussion of the "substantial tax liabilities" that could result
if
cash is repatriated back to the U.S.

The success of our street furniture..., page 16
23. Please explain in greater detail the reasons why you may not
"successfully negotiate or complete [your] contracts" for
advertisements on street furniture and transit products.  For
example, if the bidding for these contracts is highly competitive,
this fact should be disclosed.

After this offering, we will have substantial debt obligations...,
page 17
24. Please quantify the debt service obligations anticipated after
this offering and consummation of the related transactions.

Additional restrictions on outdoor advertising..., page 18
25. Please quantify the revenues derived from the outdoor
advertising
for tobacco products and alcohol products in recent fiscal years.

We may be adversely affected by the occurrence of extraordinary
events, page 19
26. Revise to address the anticipated impact of the damage
associated
with Hurricane Katrina in the Gulf Coast region on your business
and
financial condition, if material.  Provide corresponding MD&A
disclosure if necessary.

Because Clear Channel Communications controls..., page 20
27. Please discuss the degree of control that Clear Channel
Communications has on your company, including the ability to deter
any change of control attempts, due to the various agreements
between
Clear Channel Communications and your company, e.g., trademark
license agreement, intercompany note, master agreement, and the
corporate services agreements.

If Clear Channel Communications engages in the same type of
business..., page 21
28. Please briefly elaborate on the nature of the "corporate
opportunity policy" and explain why such policy poses a risk.  For
example, you should state here that, under the policy, Clear
Channel
Communications, rather than your company, will have the right to
any
corporate opportunity arising from a potential transaction in
which
both companies have an interest.

Any deterioration in the financial condition..., page 24
29. Please explain in greater detail how deterioration in Clear
Channel Communications` financial condition would increase your
company`s borrowing costs or impair your company`s ability to
access
the capital markets.  Similarly, explain how Clear Channel
Communications can "enter into agreements or adopt policies" that
may
limit your ability to issue equity, incur debt, or meet your
liquidity needs.

Use of Proceeds, page 29
30. Please state the current outstanding balances of the $1.4
billion
and $73.0 million intercompany notes.  We note from page 52 that,
as
of June 30, 2005, the company had approximately $1.7 billion of
debt.
31. Please state the amount of the balance of the "Due from Clear
Channel Communications" intercompany account that will be used to
reduce the outstanding amounts of the $1.4 billion and $73.0
million
intercompany notes.  Quantify the expected amount of the notes
that
will be considered as a contribution of capital by Clear Channel
Communications.
32. Based on your disclosure, it appears that the proceeds will be
used to repay only the amounts due under the $1.4 billion and
$73.0
million intercompany notes.  The relevance of the $2.5 billion
intercompany note in the Use of Proceeds section is unclear.
Please
either move the discussion of this third note to another part of
the
prospectus or explain its relevance to us.

Unaudited Pro Forma Combined Statements of Operations, page 34
33. Please separately present a line item for the weighted average
common shares outstanding used to calculate historical and pro
forma
basic and diluted income (loss) before cumulative effect of a
change
in accounting principle per common share.

Notes to Unaudited Pro Forma Combined Balance Sheet, page 37
34. Please present these transactions gross on the pro forma
combined
balance sheet.

Management`s Discussion and Analysis..., page 43

Overview, page 43
35. Please discuss the most significant business challenges that
management expects to encounter over the next year and beyond as
well
as the known trends, demands, or uncertainties that may affect the
company`s financial condition.  Challenges that should be
discussed
include the transition from being a wholly-owned subsidiary to a
publicly-traded company (including paying for the increased costs
associated with being a public company), the company`s ability to
generate similar rates of growth, and any plans for expansion.
Consider identifying the metrics used to gauge the company`s
financial condition or performance (e.g., revenues per display,
which
is mentioned on page 50).

36. Discuss the financial impact of the increased costs you expect
to
incur as a result of operating as an independent public subsidiary
of
Clear Channel Communications.  For example, you indicate in a risk
factor on page 19 that you may incur increased costs associated
with
reduced economies of scale, costs for services and personnel, etc.
What additional expenses will you incur since Clear Channel
Communications will no longer cover these costs?
37. Discuss whether Clear Channel Communications is planning to
dispose of its interest in your company, if known.  If it has any
such plans, disclose the details of your plans to establish
functions
independently of Clear Channel Communications, including an
estimate
of the costs that you expect to incur in preparing the company to
operate as a stand-alone entity.

Results of Operations, page 45
38. Please refer to the "Revenues" section on page 45.  Quantify
the
"decline in revenues from [your] media products in France" and how
much this decline "offset" the growth.  Provide similar quantified
disclosure with respect to any factors that significantly affected
your financial results for a particular period.
In addition, where multiple factors contributed to a particular
financial result, please state, with quantified disclosure, how
much
each factor contributed to that result.  For example, we note from
page 46 that your domestic operations contributed approximately
$94.9
million to the revenues during 2003 and that this contribution was
due to both "increased rates and occupancy on [your] bulletin
inventory" and your acquisition of The Ackerley Group.  Please
state
how much of this increase was due to the increased rates and
occupancy and how much was due to the Ackerley Group acquisition.

Finally, describe any known trends or uncertainties that had, or
you
expect may reasonably have, a material impact on your operations
and
if you believe that these trends are indicative of future
performance.  For example, it appears that rate increases
contributed
significantly to your growth in revenues; you should indicate
whether
management expects similar rate increases in the future.
Similarly,
indicate whether management expects significant growth in the
number
of displays in the future.
39. Please explain the company`s definition of "divisional"
operating
expenses.

Income Taxes, page 47
40. Please revise your disclosure to more specifically discuss the
factors that resulted in your effective tax rate of 89% for the
year
ended December 31, 2004.  Also disclose in more detail the nature
of
the reversal of certain